Joint-stock company

General Information

A joint-stock company (Polish name: spólka akcyjna) is designed to operate large business. Shareholders are often unknown as shares may be sold easily. A joint-stock company may be formed for any legitimate purpose. 

A shareholder is not liable for obligations of the company.

Joint-stock company is a legal person.

Incorporation

Joint-stock company may be established by one or more individuals, partnerships, companies or other legal entities. However, joint-stock company may not be established by a sole-shareholder limited liability company as a sole founder.

The procedure of forming a joint-stock company is complex. The company articles shall be made in the form of a notarial deed by company promoters. Joint-stosk company come into existence upon entry into the commercial register.

Capitalisation and Financing

Joint-stock company has its own assets, which consists of property contributed to or acquired by the company during its existence. Contributions made by each shareholder and their value are determined by the notarial deeds on founding the company or by the subscription for shares.

The code of commercial partnerships and companies requires minimum initial capital of 100.000,00 PLN.

Board Structure

I. The management board

The management board manages the affairs of the company and represents the company in court and out-of-court actions. If the company articles does not provide otherwise, members of the management board are appointed and removed by the supervisory board. The general meeting may revoke or suspend a member of the management board.

II. The supervisory board

Appointment of a supervisory board is compulsory. If the company articles does not provide otherwise, members of the supervisory board are appointed and removed by the general meeting.

III. The general meeting

The general meeting is summoned by the management board. As a rule, each share carries one vote at the general meeting. If the company articles or the code of commercial partnerships and companies does not provide otherwise, resolutions are adopted with an absolute majority of votes.

Annual Costs

Annual Costs of operating a business vary depending on size and object of company. They may include legal and accounting services as well as costs of licenses and permits. In some types of businesses possession of civil liability insurance is mandatory.

Corporation Taxation and Financial Reporting

Under provisions of corporate income tax act joint-stock company is liable to corporate income tax. The rate of corporate income tax amounts to 19%. Shareholders are obliged to pay dividend tax at a rate of 19%.

According to article 2 of the accounting act, joint-stock company is obliged to maintain books of account.

Employee Participation in Corporate Bodies

Employee participation in corporate bodies occurs only in companies owned by the government or transformed from such companies.