A simple joint-stock company can be incorporated via the S-24 system, which is not possible in the case of a joint-stock company or a limited partnership with a share capital. It does not have share capital, but rather equity capital, the minimum amount of which is PLN 1. Shares in a PSA may be subscribed for by way of a non-cash contribution, such as the provision of services, whilst trading in shares may take place in documentary form, i.e. via various means of electronic communication. A new category of shares is also introduced, which will have no par value and will be independent of the share capital. Shareholders in a simple joint-stock company are not liable for the company’s obligations. Voting may take place in writing or using electronic means of communication, in such a way that the voting shareholder can be identified.
A completely new solution has also been introduced regarding the management and representation of the company, as the option to choose one of the company’s organisational systems has been introduced.
Under the dualistic system (already in force in capital companies), the company has a management board, and if the articles of association so provide, a supervisory board may also be appointed alongside the management board.
The second system, however – the monistic system (based on the Anglo-Saxon model) – provides that only a board of directors is appointed in the company, combining the powers of both the management board and the supervisory board. It is therefore not possible to appoint any other body alongside the board of directors. Of course, the most important and mandatory body in a simple joint-stock company is the General Meeting of Shareholders.
Directors are appointed, dismissed and suspended by the shareholders by way of a resolution. However, the articles of association may specify a different procedure. If the company so decides when appointing the board of directors, it is possible to divide management and supervisory powers amongst the individual directors. This division may be established in the articles of association, the board of directors’ rules of procedure or a resolution of the board of directors. Pursuant to these, all activities relating to the management of the company’s business may be delegated to a single director or to certain directors, known as executive directors. Directors who are not executive directors (non-executive directors) exercise ongoing supervision over the management of the company’s affairs. Without distinguishing between executive and non-executive directors, management and supervisory powers will not be separated.
This does not mean that there must be at least two directors. Particularly in smaller companies, there may be a single director, in which case the board of directors will be equivalent to a single-member management board. Importantly, however, that director will not perform supervisory functions.
The list of the most important activities, as required by law, for which a resolution of the board of directors is required includes:
- making decisions of strategic importance to the company;
- establishing annual and long-term business plans;
- establishing the company’s organisational structure and defining the basic functions related to the running of the business.
This is not an exhaustive list; the articles of association may provide for other matters for which a resolution by the board of directors will be necessary.
Interestingly, in a simple joint-stock company, where the company’s governing bodies consist of multiple members, it is possible to appoint a special committee to perform functions relating to the preparation or implementation of the body’s resolutions. It is also permissible to appoint advisory committees. A committee must comprise at least two members of the body; other persons may also be included in an advisory capacity.
In the case of the Board of Directors, an executive committee may be appointed to carry out the day-to-day management of the company, comprising exclusively executive directors. Conversely, a committee of the Board of Directors, comprising exclusively non-executive directors, may be established for the purpose of exercising ongoing supervision over the management of the company’s affairs.
Directors, like members of the management board, bear civil and criminal liability by virtue of the functions they perform. The issue of liability for the obligations of a PSA is governed by Article 300132 of the Commercial Companies Code, which, although it refers literally to members of the management board, does not mean that it does not apply to directors. For*,* in accordance with Article 4 § 21 of the Commercial Companies Code*, whenever this Act, with the exception of Article 30052 -30067, or a separate Act, there is a reference to the management board or a member of the management board of a company, in the case of a simple joint-stock company in which a board of directors has been appointed, this shall be understood to mean, respectively, the board of directors or a director*.
Directors may also be held criminally liable, for example in connection with offences committed to the detriment of the company they represent or related to its operations. However, the scope of this liability will depend on the powers entrusted to individual directors.
The appointment of the relevant bodies in a simple joint-stock company should be preceded by an analysis of which of them will be appropriate for the company’s business activities, taking into account, among other things, the nature and scale of those activities.
Specializes in corporate services for business entities and personal data protection. Assists the firm's clients in the preparation of all corporate documentation, including the registration of commercial companies and the further registration of changes, and provides ongoing and comprehensive advice on business. Provides advice in carrying out transformation processes of commercial companies, including transformations and mergers. Prepares and gives opinions on contracts, regulations and current documentation…
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