bill on an amendment to the Code of Commercial Companies and Partnerships and certain
other acts, adopted by the Sejm on 13 June 2019, has reached the Senate.
The main assumption
of the project is to create a new type of capital company – a Simple Joint-Stock
Company (in Polish: Prosta Spółka Akcyjna), which in accordance with the
proposed Article 3008 § 2 of the amended Code of Commercial
Companies and Partnerships will be abbreviated to "P.S.A.".
information from the Chancellery of the Prime Minister, it should be pointed
out that the project constitutes a part of the package prepared by the Ministry
of Development, entitled "100 Changes for Companies - Facilitation Package
assumes the creation of comprehensive regulations on a simple joint-stock
company, based on the following basic assumptions:
- reduction of the minimum share
- the possibility to flexibly
shape the company's asset structure (to include the issue of no-par value
- introduction of solutions
enabling to bring know-how, work and services to the company without
complicated and costly valuations in the business start-up phase,
- founders’ considerable freedom
with regard to company bodies – introduction of an alternative model of management
and supervision based on the assumptions of the one-tier corporate
governance system widespread in the Anglosphere and Romanesque countries,
- reconciliation of the founders’
interests with the attractiveness of the project for investors – translation
of the complex investor relations to the level of the act (optional as
provisions of shareholder agreements), thus ensuring that founders have a bigger
influence on how these relations are shaped,
- simple electronic registration
within 24 hours via a form and the use of electronic means in the
functioning of the company,
- a possibly quick and
uncomplicated liquidation of the company in the event of a failure of the
undertaking or transformation into another capital company.
amendments are to become effective on 1 March 2010.
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