A Polish joint-stock company (JSC) is a type of business used for large-scale operations. Each investor has a share of this company, depending on how much money she or he has invested in the company. These shares can be bought and sold by the shareholders (usually to raise capital). Some popular industries for Polish joint-stock companies are finance, technology and manufacturing. Our lawyers in Warsaw can help you establish your joint-stock company efficiently and make sure you are complying with local laws.
In Poland, there are two types of Joint Stock entities: a limited joint-stock partnership (S.K.A.) and a joint-stock company (S.A.). A limited joint-stock partnership is a business structure that operates as a partnership but also has the features of a company. The minimum share capital is PLN 50,000, and at least one of the partners must be fully liable for the company’s liabilities to creditors. Another condition is that at least one partner has to be a shareholder (their liability is limited to the amount of shares they have).
A joint-stock company, on the other hand, is a limited company and its shareholders are not liable for the company’s liabilities (the company itself is liable with its assets). This type of company can be established by one or more persons, but it cannot be set up by a one-member limited liability company only. Compared to a Limited Liability Company, a joint-stock company in Poland has a more formal procedure and more expensive setup costs, the minimum share capital being PLN 100, 000. If you need assistance in opening a joint-stock company, our lawyer in Poland can help you. Our team can also help you set up a limited company in Poland.
| Quick Facts | |
|---|---|
| Purposes of a joint stock company in Poland | To conduct business activities, including trading, manufacturing, and service provision. |
|
Registration authority |
National Court Register (KRS) |
|
Legislation |
Commercial Companies Code (Kodeks spółek handlowych), Act on Freedom of Business Activity. |
| Minimum share capital | PLN 100,000 |
| Requirements for JSC in Poland |
1 or more shareholders, Articles of Association, initial capital, and board members |
| Minutes of constitutive meeting required (YES/NO) |
YES |
| Signature sample solicited for JSC registration in Poland (YES/NO) |
YES |
| Number of directors |
At least 1 director (Board of Directors can have multiple members) |
| Management |
Board of Directors or Management Board (depending on company structure) |
| Requirements for opening a bank account in Poland | Proof of company registration, identification of directors, company’s Articles of Association |
| Board of executives meeting requirement |
YES, meetings must be held regularly as per company’s internal regulations |
| Corporate income tax rate in Poland |
19% (or 9% for small businesses with revenue under PLN 2 million) |
| Dividend tax rate in Poland |
19% |
| Time frame for registration |
2–4 weeks depending on the complexity of the registration |
| Working with our Polish lawyers | Contact us for handling legal processes, company registration, and compliance |
Table of Contents
The corporate bodies required to open a joint-stock company in Poland
Depending on the size of the joint-stock company, its corporate bodies are the following: the Management Board, the General Assembly, and the Supervisory Board/Auditors’ Committee (which is optional in most cases). The management board manages and represents the company while the supervisory board decides who is on the management board. The general assembly of the shareholders takes strategic decisions such as checking/approving financial statements, choosing the members of the supervisory board, acquisition of real estate etc.
Company and shareholders liability of a joint stock company in Poland
Neither the shareholders nor the members of the company’s corporate bodies are liable for the debts of a joint-stock company in Poland. The company itself is liable for its debts and obligations without limitations. Exceptions apply to the obligations of a company that is not fully established. If the company can’t meet its financial obligations, the shareholders can be liable, but only up to the unpaid value of the shares they’ve subscribed for.
To make sure you are complying with Polish law, it is important to understand both the structural framework of a joint-stock company, but also important aspects such as taxes and employee management. If you need details about the types of taxes available in Poland or employee-related matters such as payroll in Poland, our lawyers in Warsaw are at your disposal
How to open a joint stock company and needed documents
To open a joint-stock company in Poland, one must sign and notarize the Articles of Association of the company. The Articles of Association must be submitted to the National Court Register (KRS). In regards to the documents needed, the procedure is rather complicated, therefore do not hesitate to ask our Polish attorneys if you are in need of assistance in opening this type of company.
Extracts from the Trade Register where the foreign corporate entity is based are among the documents needed, and they must show the current status of the shareholders. In addition, it is also necessary to present the Articles of Association of the foreign shareholders, as well as the decision of the foreign corporate entity.
Our Polish lawyers can help you gather the needed documents and can handle the entire company registration procedure. They can also help you register your company for VAT or assist you in obtaining an EORI number in Poland.
Procedure duration for opening a joint-stock company in Poland
Due to the special structure of such a company as well as the organizational bodies, it could take a while before agreeing on a final version of the Articles of Association of the joint-stock company. There are special cases in which it can take two months instead of one month, the normal time frame for setting up a joint-stock in Poland. Our law firm in Poland has extensive expertise in setting up joint stock entities and can help with a smooth and efficient setup.
The benefits of opening a joint-stock company in Poland
One of the biggest advantages of opening a joint-stock company in Poland is the ability to raise large-scale capital. You can get access to a wide range of investors attracted to the opportunities of share issuance. Another major benefit is the limited liability of the shareholders which reduces the financial risk associated with running a business. A joint-stock company also provides the ability to change the ownership structure easily through the selling of shares.
Figures and Statistics
- As of October 2024, the Services industry leads with the highest number of companies registered in Poland (615,653 companies in total), followed by Finance, Insurance, and Real Estate (329,256).
- According to HitHorizons’ database, as of 2024, there are 5.98 million entities registered in Poland (companies, organizations, and proprietorships).
- Poland is in the top 15th fastest-growing European economies in 2024.
Company owners in Poland can rely on the legal assistance offered by our team of lawyers. Our legal services for businesses concern tax and employment law, litigation, bankruptcy, contract breaches, issues concerning foreign companies in Poland, intellectual property matters, as well as assistance in business creation. You can always reach out to our lawyers in Warsaw for more information.