A simple joint-stock company shall become the new, seventh type of commercial company, dedicated to beginning entrepreneurs. The draft of the act on amending the act – Code of Commercial Companies and certain other acts is a part of the package of 100 changes for companies, prepared by the Ministry of Development, which aims to introduce facilitations for entrepreneurs, including those, who are just entering the market.
The bill introduces many revolutionary changes and institutions adopted from the European legal orders, previously unknown to Polish entrepreneurs. In accordance with its assumptions, in a simple joint-stock company the share capital shall be replaced with a stock capital, the minimum value of which will amount to PLN 1,00. The amount of the stock capital will not have to be specified in the company’s articles of association, so its change will not result in the need of change of the articles of association.
Contributions made to cover the company’s stock will be able to have both: monetary and non-monetary nature. The bill also provides introduction of solutions enabling to make contributions in the form of know-how or the provision of services or work, without complicated and expensive valuations at the start-up stage.
The shares of a simplified joint-stock company will no longer have the form of a document but shall be subjected to registration in the records of shares maintained by authorized entities. Such entities, apart from institutions engaged in the trading of financial instruments, will also be notaries.
The bill also provides changes regarding bodies of a simplified joint-stock company. Beside a simplified joint-stock company with the management board appointed by the stockholders, and the optional supervisory board, the amended provisions introduce a simplified joint-stock company managed by the board of directors.
The liquidation of a simple joint-stock company will be simplified as well. Only one announcement on the liquidation opening or lack of a statutory grace period, the lapse of which determines division of assets between the stockholders, shall contribute to a significant shortening of the applicable procedure.
The bill is currently being worked on by the Committee of the Council of Ministers for Digital Affairs. The expected date of its entry into force was set for March 2020.