A simple joint-stock company is a legal form available in Poland since July 1, 2021. It combines features of a limited liability company, a joint-stock company and a partnership. Its share capital starts at PLN 1, shares can be transferred by email, and work can be contributed. If you are looking for a structure for an investment, crowdfunding or rapid growth, a P.S.A. offers tools that other company forms do not.
What a simple joint-stock company combines
A P.S.A. was created by combining the best features of three familiar company forms:
- Limited liability company – similar rules on management and liability.
- Joint-stock company – issuing shares makes it possible to raise capital quickly.
- Partnership – the ability to contribute work, which is not available in a limited liability company or a standard joint-stock company.
The lawmakers added new solutions to these features and created a separate legal form.
Main advantages of a P.S.A. over other companies
A P.S.A. stands out from other capital companies in three ways:
- Lower setup and running costs – there is no obligation to appoint a supervisory board or have financial statements audited by a statutory auditor.
- Faster investment and payouts – increasing share capital without amending the company’s articles means lower costs. You can also pay out funds from share capital, which was not previously available.
- Work and capital in one structure – one shareholder contributes cash and another contributes work. This is common in a startup, and a P.S.A. lets you provide for it directly in the company’s articles.
Share capital starting at PLN 1
A P.S.A. can be set up with share capital of PLN 1. In practice, this means:
- You do not need significant startup capital.
- Changing the amount of share capital does not require amending the company’s articles, so there is no notary visit or lengthy, multi-step correspondence with lawyers.
- Shares have no nominal value. They are not assigned a fixed nominal amount.
Why the absence of nominal value matters
Share capital consists of contributions actually made to cover shares. This means:
- You can increase and reduce capital more easily.
- You can assess the company’s actual financial condition more accurately.
- Capital reflects what has actually been contributed, rather than an abstract nominal value.
Contributions for shares: work as a contribution
In a limited liability company and a joint-stock company, you cannot take up shares in exchange for work. In a P.S.A., you can.
What this changes for your startup
- Founders contributing know-how and work can take up shares directly under the company’s articles, without legal workarounds.
- Startup capital is not essential because shares can be covered from the outset by a contribution in the form of work.
- Cash contributions may be made within 3 years after shares are taken up. You can agree on an installment schedule with investors.
How things worked before
Founders had to commit additional resources to receive shares in exchange for work already performed, for example during a capital increase. A P.S.A. removes this problem.
Selling and taking up shares by email
In a P.S.A., you transfer and take up shares electronically, by email. This changes the rules in three situations:
Crowdfunding and a dispersed investor base
- Issuing shares to several hundred people becomes feasible. You do not need a notarial deed for each investor.
- A crowdfunding investment round is almost cost-free.
Foreign investors
- You do not need to obtain notarized powers of attorney, sworn translations or apostilles.
- You can complete the entire process online.
Comparison with a limited liability company
| Action | Limited liability company | P.S.A. |
|---|---|---|
| Taking up shares | Notarial deed | |
| Transferring shares | Notarized signature | |
| Issuing shares to many investors | Difficult to carry out in practice | Simple and scalable |
Returning funds from the company’s capital
In a limited liability company and a joint-stock company, contributed capital is locked in. Recovering it requires a lengthy capital reduction procedure.
How it works in a P.S.A.
- Funds paid into share capital can be returned to a shareholder without a capital reduction procedure.
- The payout takes the form of a dividend and is subject to two conditions:
- The company passes the balance sheet test: after the payout, its assets cover its liabilities.
- The payout does not threaten the company’s solvency.
What this means for investors
- An investor can contribute more at the outset and later withdraw the surplus if the company does not need it.
- This increases financial flexibility and lowers the barrier to entry for an investor.
Additional P.S.A. features
A P.S.A. offers several other mechanisms worth knowing about:
- Shares in electronic form – transferred by email, without paper certificates.
- Founder shares – protect you against dilution in subsequent investment rounds.
- Flexible company articles – you can include almost any provisions tailored to your business model.
- Board of directors – combines the functions of a management board and supervisory board in one body. This simplifies the structure and speeds up decision-making.
What to do if you are considering setting up a P.S.A.
If you are looking for a legal form for a startup, an investment round or working with foreign investors, a P.S.A. offers simplifications unavailable in a limited liability company or a joint-stock company.
Check whether a P.S.A. suits your business model:
- You plan to raise capital from many investors (crowdfunding, angel investors, funds) → a P.S.A. removes formal barriers.
- Founders contribute work rather than cash → a P.S.A. lets them take up shares in return for work.
- Your investors are abroad → shares can be taken up and transferred by email, without a notary.
- You need financial flexibility → funds can be paid out without a capital reduction procedure.
If you need help setting up a P.S.A., contact us. We have known this legal form since its introduction and know how to tailor it to your situation.
Frequently asked questions
How does a simple joint-stock company differ from a limited liability company and a standard joint-stock company? A P.S.A. combines features of both forms and adds options unavailable in either. Share capital starts at PLN 1, shares have no nominal value, work can be contributed, and shares can be transferred and taken up by email instead of before a notary. Unlike a limited liability company and a standard joint-stock company, a P.S.A. does not require a supervisory board or an audit of financial statements by a statutory auditor, and funds can be paid out of share capital without a capital reduction procedure.
Why is a P.S.A. often a good choice for a startup seeking an investor? A P.S.A. removes formal barriers to raising capital. Shares can be issued to many investors, for example through crowdfunding, without a notarial deed, and the entire process of taking up and transferring shares can be completed online, simplifying cooperation with foreign investors. Increasing share capital does not require amending the company’s articles, which lowers the cost of subsequent rounds. An investor can also contribute more at the outset and later withdraw the surplus without a capital reduction procedure, provided the company passes the balance sheet test and the payout does not threaten its solvency.
Can you take up shares in a P.S.A. in exchange for work instead of cash? Yes. In a P.S.A., you can take up shares in exchange for work or know-how, which is not allowed in a limited liability company or a standard joint-stock company. Founders contributing work take up shares directly under the company’s articles, without legal workarounds, and the other shareholders’ cash contributions may be paid in installments within 3 years after the shares are taken up.
How does taking up and selling shares in a P.S.A. by email work? Shares in a P.S.A. are transferred and taken up electronically. An email is enough; no notarial deed or notarized signature is needed. In a limited liability company, taking up shares requires a notarial deed, while transferring them requires a notarized signature. For foreign investors, this means powers of attorney, sworn translations and apostilles. In a P.S.A., the entire process is online, making an issue of shares to several hundred people through crowdfunding simple and scalable.
Can funds be paid out of a P.S.A. without formally reducing its capital? Yes. Funds paid into a P.S.A.’s share capital can be returned to a shareholder as a dividend without a capital reduction procedure. The payout must meet two conditions: the company passes the balance sheet test, meaning its assets cover its liabilities after the payout, and the payout does not threaten the company’s solvency.
