Polish Joint Stock Company Registration
Do you intend to set up your business or grow your existing enterprises in the growing economy of Poland? If yes, then one of the most crucial things you must do when you consider setting up your business is choosing the type of company you wish to form. One of the business structures that is most suitable for large businesses is a joint stock company.
A Polish joint stock company registration is beneficial as it is an independent legal body distinct from its stockholders.
If you are looking for the ideal structure for your large business, then you can consider registering a joint stock company in Poland.
Through this article, we will be discussing the procedure for joint stock company registration in Poland. We will further discuss the benefits, eligibility criteria as well as taxation associated with Polish joint stock company registration.
What is a Polish joint stock company?
A Polish joint-stock company sometimes referred to as a “Spółka Akcyjna” (S.A.), is a kind of corporate structure that is similar to a corporation in other nations. It is a capital firm that is independent of its stockholders in terms of legal identity. This implies that the corporation, not the individual shareholders, is responsible for paying off its debts and obligations.
Joint-stock Company Partnership
The governing body of a joint-stock corporation is responsible for the operation of that company. The company’s affairs are managed by the management board, which represents it in court. The company’s operations are monitored by the supervisory board.
The general meeting of shareholders takes decisions that have strategic significance for the company’s operation.
These include the approval and examination of financial statements, the appointment of members of supervisory boards, the decision on the acquisition and disposition of real estate, as well as decisions regarding convertible bonds, bonds with priority rights, and subscription warrants.
Because the stock is owned by the shareholder, it possesses a substantial significance on how a firm operates. Its ownership often determines the direction the company moves. They represent participation in the company.
Shareholders can, among other things participate in the company’s profit (dividend) or vote at the general meeting. You should also note that they can be divided into registered and bearer, ordinary and preferred shares.
Requirements for Polish joint stock companies registration
A Polish joint-stock company must maintain at least share capital of 100,000 PLN. This is approximately 24,000 EUR. Shareholders are only responsible for capital contributions. The capital should be split up into shares of a nominal value of at least 0,01PLN.
Payments can be brought in via cash or bond. A Polish joint-stock company’s shares can be listed on the Warsaw Stock Exchange and other stock exchanges. The disfavor of the joint-stock firm is unconditional.
A joint-stock company must be governed by a Management Board, a Supervisory Board, and the General Meeting of Shareholders. Well, down below we’ve mentioned the key factor of the polish joint stock company registration process.
Process of Polish joint stock company registration
The registration agreement, which includes the articles of association and a notarial decree, is first concluded. Then, the partners sign unilateral declarations of their intention to join the company.
They then accept the article of incorporation as written and subscribe for the shares.
The complete company registration in Poland may take up to one or two weeks.
- A notarial deed is required for joint-stock companies.
- The shareholders then make contributions to the share capital.
- Later, a supervisory and management board is created.
- The electronic application is made through the Court Registers Portal.
- The business must also register at the relevant tax authorities as well as the social security office
- Finally, the registry court registers the company in the National Court Register.
You will get the following results if you follow the above steps:
- The Company House (KRS), will register the company and issue its KRS number.
- The tax identification number will be assigned to the company. (NIP) and registered as a taxpayer.
- Each company will be assigned a unique statistical number. (REGON)
- The company will be registered with the Social Security Agency (ZUS).
Every Polish company and partnership must comply with certain filing & accounting requirements. According to Polish accounting law, all legal entities must submit financial statements each year. Large companies may require financial audits.
Key facts about the Polish Joint Stock Company
| Founders | Stockholders must be at least 1 |
|---|---|
| Method of incorporation | Signing Statute At the Notary; online via designated portal |
| Minimum stock capital | 100.000 Zl cash or in sort of payment |
| Who is a stockholder? | There are no restrictions. Stockholders may contain foreigners. |
| Who can become a member of the Management Board? | There are no restrictions. Foreigners can act as directors. |
| Formation time | Online incorporation takes 1-5 days Notarial incorporation 1-3 Months |
| Reporting requirements | Obligatory -- Once a year to KRS |
| Supervisory Board | It is always mandatory |
| Stockholder Liability | JSC debts are not obliged to stockholders |
| Director's Liability | Directors are not liable for firm debts |
Taxes on Polish Joint Stock Company
It is treated as a separate legal entity by the Polish Joint-stock Company (CIT). However, dividends that are paid by Polish Joint Stock Companies can be taxed separately from corporate income tax.
- Private individuals receive a dividend
- Taxed with a withholding tax of 19% or
- If a tax resident of another country is – the dividend tax can be determined by a DTT ( Double Taxation Treaty).
- Dividend paid to the parent firm
- Taxed with a withholding tax of 19% or
- Exemption from Dividend Tax may be available if the parent company is:
- At short 15% of the subsidiary’s stake cap must be held regularly for at most 2 years.
- You are covered by an unlimited income tax obligation in Poland or any other EU member state.
Benefits of Polish Joint Stock Company Registration
- Higher Capital – This is impossible under any other form of organisation, such as sole proprietorship or partnership.
- Limited Liability – The liability of stakeholders of a firm’s stakes is restricted to their face value. To recover company dues, the shareholder’s private property is not subject to attachment.
- Stability of Existence – A company’s organization as a separate legal entity confers the character of permanence or continuity.
- Economies of scale- As the company is large, it could result in economies of scale in management, purchasing, and selling. These economies would offer goods at a lower price to consumers.
- Potential for Expansion – There is no threshold to the number of partners of a public firm. Therefore, it is possible to expand your business by issuing new shares or debentures.
- Transferability of Stock – stockholders of public companies have the privilege to switch their stocks to other stockholders. Most shares of joint stock firms are filed on a stock exchange, so they could be sold easily.
- Professional Management- Directors are elected by shareholders to manage a company. Directors are usually chosen by experienced people.
- Tax Benefits – If the company establishes itself within a backward region, it may also be eligible for tax concessions. The flat rate tax is what the company pays.
Conclusion
Poland presents entrepreneurs with numerous benefits such as access to a skilled workforce, excellent quality of life, low operational costs and so on. It is one of the most affordable countries to set up a business in the European Union. Large businesses can consider setting up a joint stock company in Poland. A joint stock company in Poland may be private (not listed on the stock exchange) or public (capable of being listed on the stock exchange).
If you are looking to register your business in Poland, you can contact our experts from OnDemand International. Our experts will assist you in setting up a company and will further provide assistance with acquiring virtual office space, bank account and other business registration services.
FAQ’s
Registration is optional but not mandatory. You can also start your business in other ways than by registering, such as acquiring a tax license or service tax registration.
Polish Joint-stock Company is a legitimate substance that has a distinct legal identity from its stockholders.
Registering a joint stock company means recording names, addresses, and a copy of the act of the Indian Parliament and other details in the registrar’s firm.
The term “joint-stock company” is almost synonymous with a corporation or public company.
