The general meeting is the most important body of a Simple Joint-Stock Company (PSA). It is made up of the company’s shareholders. Without it, you cannot approve financial statements, pay a dividend or dispose of real estate owned by the company. Below are the specific rules: when you must call a meeting, in what form, and what to remember.
What is a Simple Joint-Stock Company?
A Simple Joint-Stock Company (PSA) is a simplified form of capital company, available since 1 July 2021. It was designed with new entrepreneurs and start-up founders in mind.
What distinguishes a PSA from a traditional joint-stock company?
- Minimum share capital: 1 PLN. Read more about capital in a PSA here.
- Contributions in the form of work or services: founders may contribute work or services as a contribution with economic value.
- Online registration: you can register a PSA using an electronic template of the articles of association.
- Flexible governing bodies: instead of a management board and supervisory board, you may appoint a board of directors that combines management and supervisory functions.
- Online shareholder meetings: the company’s articles of association may provide for meetings to be held electronically.
- Simplified dissolution: for example, by transferring the company’s assets to one of its shareholders.
Read more about how a PSA operates here.
What is the general meeting in a PSA?
The general meeting is made up of the company’s shareholders. It is the body that adopts resolutions on matters required by law or by the company’s articles of association.
The rules governing a PSA’s general meeting are similar to those for meetings of shareholders in a limited liability company, but they are not identical. Some rules apply only to a PSA.
When is a general meeting resolution mandatory?
Regardless of what you provide in the company’s articles of association, a shareholders’ resolution is required in the following cases:
- Approval of reports and discharge: consideration and approval of the management board’s (or board of directors’) report on the company’s activities and the financial statements for the previous financial year, as well as granting discharge to members of the company’s governing bodies.
- Disposal or lease of the enterprise: this also applies to an organized part of the enterprise and to establishing a limited property right over them, such as a pledge.
- Acquisition and disposal of real estate: this also covers perpetual usufruct and interests in real estate. Note: the company’s articles of association may modify this requirement.
- Issuance of convertible bonds: each issuance of convertible bonds requires a general meeting resolution.
Types of general meeting: ordinary and extraordinary
Ordinary general meeting
An ordinary general meeting is held once a year. You must hold it within six months after the end of the financial year.
The agenda of an ordinary general meeting includes:
- consideration and approval of the report on the company’s activities and the financial statements,
- adoption of a resolution to pay a dividend or cover a loss,
- granting discharge to members of the PSA’s governing bodies.
Extraordinary general meeting
An extraordinary general meeting is called as needed whenever a matter requiring a general meeting resolution arises outside the annual cycle, for example the disposal of real estate.
Who may request that it be called? A shareholder or shareholders representing at least 1/20 of the total number of votes or 1/20 of the total number of shares may request that an extraordinary general meeting be called and that specified matters be placed on its agenda.
Who calls the general meeting?
Both ordinary and extraordinary general meetings are called by the management board (or the board of directors, if one has been appointed).
How to notify shareholders properly
Every shareholder entered in the shareholder register must receive notice. You may deliver it in three ways:
- by delivery to an electronic address for service,
- by registered mail,
- by courier.
What the notice must contain
- the date of the general meeting,
- the place where the meeting will be held,
- the proposed agenda.
Deadlines to remember
| Deadline | Rule |
|---|---|
| Sending the notice | At least 2 weeks before the scheduled date of the general meeting |
| Right to participate | Any person entered in the shareholder register 3 days before the general meeting is entitled to participate |
Where is the general meeting held?
By default, it is held at the company’s registered office. You may specify a different place in the articles of association, including a place outside Poland.
Limitation for meetings abroad: a general meeting held outside Poland may not adopt resolutions that require the minutes to be drawn up by a notary. This applies in particular to amendments to the articles of association.
Remote participation in a general meeting
The law allows participation in a PSA general meeting by means of electronic communications, for example by videoconference.
What must you do to allow remote participation?
- Include a provision in the articles of association: they must expressly provide for the possibility of remote participation.
- Adopt meeting rules: the technical details, including the platform, identification method and voting rules, should be set out in the rules of the general meeting.
If you plan to hold general meetings online, check both documents and update them before sending notices to shareholders.
Frequently asked questions
When must a PSA general meeting resolution be adopted? A general meeting resolution is required in four cases: approving the report on the company’s activities and financial statements and granting discharge to members of its governing bodies; disposing of or leasing the enterprise (or an organized part of it), or establishing a limited property right over it; acquiring or disposing of real estate, including perpetual usufruct and interests in real estate (the articles of association may modify this requirement); and issuing convertible bonds. The articles of association cannot change this list, which applies by operation of law.
What is the difference between an ordinary and an extraordinary general meeting in a Simple Joint-Stock Company? An ordinary general meeting is held once a year, within six months after the end of the financial year. Its agenda includes approving the reports, adopting a resolution to pay a dividend or cover a loss, and granting discharge to members of the company’s governing bodies. An extraordinary general meeting is called as needed when a matter requiring a resolution arises outside the annual cycle, for example the disposal of real estate. Shareholders representing at least 1/20 of the total votes or 1/20 of the total shares may request that one be called.
How do you call a general meeting in a PSA, and when must shareholders receive notice? The general meeting is called by the management board or the board of directors. Notice must be sent to every shareholder entered in the shareholder register at least two weeks before the scheduled meeting date. You may deliver notice to an electronic address for service, by registered mail or by courier. The notice must state the date, place and proposed agenda. A person entered in the shareholder register three days before the meeting is entitled to participate.
Can a PSA general meeting be held online? Yes. The law allows participation in a PSA general meeting by electronic means, for example by videoconference, subject to two conditions. The articles of association must expressly provide for remote participation, and the technical details, including the platform, identification method and voting rules, should be set out in the rules of the general meeting. Check and update both documents before sending notices to shareholders.
Can a PSA general meeting be held outside Poland? Yes. A PSA general meeting may be held outside Poland if the place is specified in the company’s articles of association. However, a meeting held abroad may not adopt resolutions that require the minutes to be drawn up by a notary, particularly amendments to the articles of association. If you plan to hold a meeting outside Poland, make sure its agenda does not include matters for which the minutes must be drawn up by a notary.
