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HWW Hewelt Wojnowski Lindner i Wspólnicy
Corporate law

Issue of new shares in a joint-stock company (S.A. or PSA)

For shareholders of a Polish joint-stock company (spółka akcyjna, S.A.) or simple joint-stock company (prosta spółka akcyjna, PSA) who want to finance the company's growth through an issue of new shares.

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Fee
from 1 400 EUR net
Prices are net, in EUR. VAT depends on your status and place of establishment.

You can order this service directly, without a prior consultation. We confirm the scope and the fee before we start.

Request a quote Book a consultation first
A consultation is optional. To discuss your matter with a lawyer first, you can book a consultation for PLN 600 net + VAT. If you then order the work, its cost is credited against the project fee.

Before we start, we agree and confirm the scope and the fee. The price is indicative and does not constitute an offer within the meaning of the Polish Civil Code.

What it includes

  • Preparation of the issue documentation and of the resolution of the general meeting of shareholders
  • Analysis of pre-emptive rights and of restrictions on issuing shares
  • An offering document meeting statutory requirements, where such a document is required
  • Handling of the share subscription procedure with the investors
  • Preparation of the filings for the National Court Register (Krajowy Rejestr Sądowy, KRS)
  • Registration of the capital increase with the registry court

What the price does not include

  • Investment advice and valuation of the shares, which is the subject of separate advice
  • Taxation of the shareholders' income from a subsequent sale of shares
  • Foreign regulations where the shares are to be offered outside Poland

What you receive

  • Application to register the capital increase filed with the registry court together with the complete set of documents
  • New shares registered for the subscribers
How it works

How an issue of new shares in a joint-stock company works

An issue of new shares in a joint-stock company or a simple joint-stock company requires a resolution of the general meeting and registration in the KRS, with the rights of the existing shareholders taken into account. Four steps.

  1. Resolution of the general meeting

    The general meeting of shareholders adopts a resolution on the issue of new shares and settles the terms of the offer.

  2. Share subscription

    New investors and existing shareholders subscribe for shares in accordance with the issue procedure.

  3. Documentation for the KRS

    We prepare the complete documentation of the changes to the capital and to the share structure.

  4. Registration

    We notify the registry court (sąd rejestrowy), which enters the change of capital in the register.

Who should consider an issue of new shares

An issue of shares is the route for joint-stock companies and simple joint-stock companies that want to raise capital from new investors, and for existing shareholders who want to increase their holding. The procedure is more formal than a capital increase in a limited company, because of the rules protecting minority shareholders and the pre-emptive rights attached to existing shares. We prepare the issue documentation, the resolution and the registration filing as one sequence, so that the register entry reflects the subscriptions actually taken up.

Pre-emptive rights and the timetable of the issue

Existing shareholders have a pre-emptive right to the new shares pro rata to their current holding, which calls for careful preparation and for time in which they can decide. Where the issue is addressed to a number of investors, or is intended to limit pre-emptive rights, that has to be taken into account at the stage of the resolution and of the documentation, so that the issue complies with the applicable rules and treats every shareholder fairly.

What the fee depends on

  • Size of the issue and the number of new shares
  • Number of investors subscribing for shares
  • Whether the issue preserves pre-emptive rights for the existing shareholders

We agree the fee individually, at an hourly rate or as a flat fee, and confirm it before we start.

See also
Corporate law → Tax advice →
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To order this service, describe your matter. A consultation is not required. We confirm the scope and the fee before we start.

Information you share in connection with legal assistance is covered by the professional secrecy of advocates and attorneys-at-law under Polish law.

How to start

You can order this service directly or book a consultation first. A consultation is not required to order the service.

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