Amendment to the Code of Commercial Companies and Partnerships

A draft 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.".

Based on 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 for Entrepreneurs".

The project assumes the creation of comprehensive regulations on a simple joint-stock company, based on the following basic assumptions:

  1. reduction of the minimum share capital,
  2. the possibility to flexibly shape the company's asset structure (to include the issue of no-par value shares),
  3. 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,
  4. 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,
  5. 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,
  6. simple electronic registration within 24 hours via a form and the use of electronic means in the functioning of the company,
  7. a possibly quick and uncomplicated liquidation of the company in the event of a failure of the undertaking or transformation into another capital company.

The amendments are to become effective on 1 March 2010.

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