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Polish Joint Stock Company Registration in 2022-23: Benefits, Requirements & Process

This article explains how a polish joint stock company registration works and how its shareholders are liable. It further describes the benefits of polish joint stock company registration.

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Polish Joint Stock Company Registration

The only type of Polish company that can be listed on a stock exchange is the joint stock company. It is thus crucial to understand the requirements for its operation. This article explains working of a polish joint stock company registration and how its shareholders are liable.

polish joint stock company registration

It further describes the benefits of polish joint stock company registration. Let’s understand more about polish joint stock company registration first.

What is a Polish joint stock company?

A joint-stock corporation is a type of commercial company that can be classified as a capital business and has a legal personality. You can establish it by any number of natural or legal persons. However, a limited liability firm can’t be formed by only a single member.

You can also form a joint-stock company by forming organizational units that are legal entities but have legal capacity. Articles of association are crucial records in a joint-stock corporation. They should be written in the shape of a notarial decree. 

Joint stock companies have partners who are not responsible for company debts. Shareholders are considered to be partners. A joint-stock company’s share capital is at least PLN 100,000. It is divided into shares with equal nominal value.

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 Establishing a Polish joint stock company

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 whole 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.

 

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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

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. 

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Conclusion

A joint-stock corporation is a type of commercial company that can be classified as a capital business and has a legal personality. However, a limited liability firm can’t be formed by only a single member.

If you are planning to kick start your joint stock company, you need to get in touch with the Odint Consultancy experts who can help you on all the legal matters of the polish joint stock company registration process.

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.

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