Modern, flexible, nimble, innovative, tailored to the needs of start-ups in quest for financing, tapping into venture capital funds and attracting business angels. And the icing on the cake, safe for creditors. A true gem in the crown. Will it deliver, though?

Expected to come into force on 20 March 2020, a game-changing simple joint-stock company (P.S.A) is hoped to revolutionise the way business is done in Poland. Still, the flagship assumptions are but a staple diet of a foreign investor doing business in the Western world.

Where’s the revolution, then?

Token capital:

  • A 1PLN capital requirement at registration; 

  • The share capital to comprise the aggregate value of all the contributions made.

Elimination of formalities at incorporation: 

  • Speedy electronic registration in the S24 System;

  • Simplified dematerialisation of shares in the registry, electronic issuance of decisions;

  • Simplified electronic register of shareholders kept by an investor or a notary – a possibility to use blockchain.


  • Shares with no par-value vesting preference in respect of voting or dividends;

  • New type of founder’s shares ensuring retention of the original stake in the shareholding of the founders, irrespective of subsequent issuances of new shares;

  • Shares issued and allotted in exchange for the know-how, work or services performed for the benefit of the company to facilitate the development of the projects based on human capital;

  • At the outset PSA’s shares will not be quoted on the stock-exchange, yet at any time it may be transformed into a regular joint-stock company for this purpose.

Flexibility in corporate management rules:

  • Notarial form no longer required;

  • Resolutions may be adopted by way of an e-mail or during a video-conference;

  • Option to hold meetings outside Poland;

  • Option to introduce an alternative model of the management structure with a one-tier board - the board of directors - as an organ hosting both the executive and non-executive directors, which will ensure transparency and uninhibited access to information.

Protection of creditors:

  • The company is prohibited from rendering performances for the benefit of the shareholders that could possibly put at risk the company’s solvency;

  • The duty to transfer 8% of the profit to the company’s capital until it reaches the level of 5% of the company’s outstanding obligations.


  • Simplification of the regular liquidation procedure;

  • Simplified liquidation in terms of the time frame;

  • The option for the shareholder to assume the company’s obligations upon the company’s dissolution.