Joint-stock company in Poland

In Poland, joint stock companies now operate under the Code of Commercial Companies, previously regulated by the Commercial Code. The share capital of a public joint stock company is divided into shares of equal value. These shares may be quoted (bought and sold) on the stock exchange.

Founding of a joint stock company in Poland

As soon as a company is established, ie, the stock is subscribed by the shareholders, a so-called joint stock company in the organization is established. A joint-stock company acquires legal personality at the moment of entering the register of entrepreneurs, which is a part of the National Court Register (National Court Register).

Property of joint-stock company in Poland

Shareholders are not liable for the obligations of the company, the risk is taken only up to the amount of invested capital and profits (eg in the form of dividends); The minimum share capital is 100,000 PLN and the minimum nominal value of shares is 1 PLN.

Shares in joint-stock company in Poland

In a joint-stock company shares might be registered or bearer shares, ordinary or preferred. Shares cannot be divided . The profit is divided in proportion to the amount of shares held.

Authorities (bodies) of joint-stock company in Poland

The Code states that public joint stock company's authorities are created in line with the dualistic model in which a permanent supervisory body is mandatory. Company's bodies are therefore:

The Board of Directors- appointed for period of a maximum 5 years, representing the company outside and leading the business;

The Supervisory Board, which exercises permanent supervision over the Board of Directors, consists of at least 3 members, in public companies - a minimum of 5 members, appointed and dismissed by the shareholders;

General assembly.

Rights and obligations of shareholders in joint-stock company in Poland

Shareholders a joint-stock company in Poland have:

  • right to receive dividends in case of a distribution of profit,
  • right to participate and speak at the general meeting,
  • right to dispose of shares,
  • right to obtain information about the company's activities.

Shareholders obligations a joint-stock company in Poland:

  • obligation to contribute to the company's share capital,
  • obligation of recurring non-cash benefits related to registered shares,
  • obligation to return benefits that have been unlawfully collected by the shareholder.

Dissolution of a joint stock company in Poland

Dissolution of the a joint-stock company in Poland may be:

  • for the reasons set out in the statute;
  • as a result of a resolution of the general meeting;
  • due to bankruptcy;
  • for other reasons listed in the Code of Commercial Companies.

The dissolution is carried out through winding-up proceedings. The liquidators are the last members of the board. Liquidators can be set by a court. In the event of bankruptcy, insolvency proceedings are under way and only after the termination of the bankruptcy proceedings the company estate is distributed.

Identification of a joint stock company in Poland

In trading, every joint stock company in Poland is obliged to give its company name (ie its own name) in a legal form by adding a company joint stock company title and an abbreviation ie S.A.

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