Business form: Joint-stock company (S.A.)
JOINT STOCK COMPANY, skrót S.A. (SPÓŁKA AKCYJNA)
The joint-stock company is intended for running large and medium-sized enterprises.
A joint stock company is a legal entity.
The founders can be one or more persons from among: individuals, legal entities, organizational units without legal personality, with legal capacity. He cannot establish him as the sole shareholder - a sole proprietorship limited liability company.
The joint-stock company has the right to issue shares on stock exchanges.
Its shareholders are shareholders who own a certain number of shares, which entitle them to receive a certain portion of the dividend.
Required capital - PLN 100,000.
The name of the company
It can be selected at will, it must contain the additional abbreviation "Joint Stock Company" or S.A.
A supervisory board should also be created in a joint stock company. It has at least 3 members, 5 of which are public companies.
General meetings of shareholders are held in the place where the company has its registered office (if the charter allows - in another place). The minutes of general meetings are drawn up in the form of a notarial deed.
The procedure for establishing a joint stock company
To establish a joint stock company, you must:
1 draw up the charter of the company;
2 deposit the authorized capital before the registration of the company (the authorized capital is deposited into the bank account of the company);
3 appoint the bodies of the company (director, chairman);
4 register the company in the State Court Register KRS (Krajowy Rejestr Sądowy).
The registration application must be submitted on the official form KRS-W4, and with it in the form of attachments:
- KRS-WM - with data on the subject of the company and
- KRS-WK - about persons entitled to represent the subject.
- the company's application to the statistical office for obtaining the USRLE / REGON number (the company must be declared to the Statistical Office regardless of the company's registration in the State Court Register (KRS).
For the establishment of a company, a minimum share capital of PLN 100,000 is legally required.
- Identification application for additional data NIP-8.
Shareholders have the right to participate in the profits shown in the financial statements (audited by the auditor) intended to be paid by the general meeting. The profit is distributed in relation to the number of shares.
They can be registered or bearer. The company must maintain a ledger - this is a must for management. Includes records regarding registered shares and temporary certificates. You can set preferred shares.
The company is subject to CIT / CIT (corporate income tax).
Obligations of entrepreneurs
The company is liable for its obligations with all its property without restrictions.
Shareholders are not liable with their own property for the obligations of the company. Their liability is limited only to the amount of the capital contributed to the company.
The supreme governing body of the company is the General Meeting of Shareholders. The company is represented by a Management Board (consisting of at least one member) on the terms specified in the Articles of Association. The company can also be represented by a commercial proxy.
Obligations to ZUS
When registering a company, it will be automatically registered with ZUS as a payer. There is no need to additionally represent the company in ZUS.
Categories of foreigners who can establish a joint stock company
Every foreigner staying in Poland legally can establish and run a limited liability company.
Note! International treaties between individual states and Poland may introduce additional restrictions or powers. In this regard, you should make sure whether there is an international treaty with respect to this state.