Modern company for innovative business. These words describe a new hybrid – a simple joint-stock company, which has managed to arouse a lot of controversy in recent months. It is supposed to be an attractive solution for start-ups and a chance for an influx of investors.

What distinguishes P.S.A. ?
First of all, it should be noted that a simple joint-stock company may be established for any legally permissible purpose. The object of its activity does not have to be connected with the technology industry, which first comes to our mind when thinking about start-ups. A simple joint-stock company is supposed to be a chance for people with an idea, who do not have their own resources to implement it, so they are focused on external financing. All you need is a zloty as the capital and access to the Internet to conclude a contract using a ready-made template. Modern procedures, such as the possibility of adopting a resolution by videoconference or e-mail, seem to be an additional asset. However, the most attractive is the possibility to purchase shares through a non-cash contribution, i.e. the provision of work or services. The shares will not have any material or nominal value. They will also not be listed on the stock exchange, but the company will be able to enter it in the future through transformation into a traditional joint-stock company. A simple joint-stock company may not have share capital and will be characterised by the possibility of not appointing a supervisory board or replacing the bodies with a board of directors. If the idea for which the company was established turns out to be unsuccessful, it will be possible to solve it easily. For example, a shareholder will be able to take over all the company’s assets.

Does this idea have any flaws?
When there were plans for a simple joint-stock company, the world of experts was in turmoil. There were numerous and unfavourable opinions on the advisability of such a fast and extensive amendment of the Commercial Companies Code. In addition, many problems were discussed, which will concern, among others, shareholders. One of them is the lack of setting an upper limit for voting privileges. In practice, this may lead to a disadvantageous situation where a shareholder holding a majority of shares is excluded by a shareholder holding a minority of shares, but privileged in such a way that they would constitute more than 50% of votes.

We should therefore consider whether it is worth taking a risk with the new type of company or whether it is better to choose the old and currently proven types. Our law firm offers a comprehensive service and consultancy in connection with all aspects of establishing and transforming companies. A group of qualified Legal Advisers will advise you on the optimal solution, both in the situation of a desire to establish a simple joint-stock company and to invest in it through the purchase of shares.