P.S.A. General Meetings: Rules and Minutes

The General Meeting of Shareholders is the body where the most important decisions in a Prosta Spółka Akcyjna (P.S.A.) are made, from approving financial statements to selling real estate. If you are a shareholder or are setting up a P.S.A., you need to know the rules for calling the meeting, voting and keeping records. This guide explains what is required, when and in what form.

Read our earlier publications about the P.S.A. too:

What is the General Meeting of Shareholders in a P.S.A.?

The General Meeting of Shareholders is a mandatory body of a Prosta Spółka Akcyjna, alongside its Management Board and Supervisory Board. It makes the company’s most important decisions by resolutions. By operation of law, it consists of all shareholders or other people entitled to participate in the meeting.

On the day of the meeting, the P.S.A.’s Management Board presents a list of people entitled to participate. The list contains:

the entitled person’s first and last name
a delivery address or email address
the series, number and type of shares held

A proxy may participate on behalf of a shareholder. The proxy must be granted in documentary form, on pain of invalidity.

When a shareholder resolution is required regardless of the company’s articles

Reviewing and approving the Management Board’s or board of directors’ report on the company’s activities and the financial statements for the previous financial year, and granting discharge to the company’s governing body members for performing their duties.
Selling or leasing the enterprise or an organized part of it, and establishing a limited right in rem over it.
Acquiring or selling real estate, perpetual usufruct or a share in real estate. The company’s articles may modify this requirement.
Issuing convertible bonds by a Prosta Spółka Akcyjna.

What types of General Meeting of Shareholders are there?

The General Meeting of Shareholders is divided into ordinary and extraordinary meetings.

Ordinary General Meeting of Shareholders

Deadline: within 6 months after the end of each financial year.

Matters on the agenda:

reviewing and approving the Management Board’s report on the company’s activities and the financial statements for the previous financial year
adopting a resolution to pay a dividend or cover a loss
granting discharge to the company’s governing body members for performing their duties
reviewing and approving the financial statements of the corporate group, as defined by accounting rules

Who calls it:

As a rule, the Management Board.
If the Management Board does not call the meeting within the period specified by law or the company’s articles, the Supervisory Board may call it.
The Supervisory Board may also call a General Meeting of Shareholdersy whenever it considers this justified.

Extraordinary General Meeting of Shareholders

It adopts resolutions on any matter within the General Meeting of Shareholders is authority, such as selling real estate. It is called “as needed.”
A shareholder or shareholders representing at least 1/20 of the total votes or total number of shares may request it. The request must be submitted to the Management Board in documentary form.
If the Management Board does not call it within 2 weeks after receiving the request, the registry court may authorize someone to call the meeting.
The meeting adopts a resolution on whether the company will bear the costs of calling and holding the extraordinary meeting. Shareholders may ask the registry court to release them from the obligation to cover these costs.

Location, procedure and voting at the General Meeting of Shareholders

Notifying shareholders of the meeting

The meeting may be called in either of two ways:

Sending notice by email.
Sending notice by registered letter or courier.

Regardless of the method, you must send the notice at least 2 weeks before the scheduled meeting date.

Where the meeting is held

The meeting is held at the company’s registered office unless the articles specify another place. If the meeting is held outside Poland, the Commercial Companies Code requires a place in Poland to be specified as well.

Adopting resolutions at the meeting

Resolutions are adopted by an absolute or qualified majority of votes.

The rules also allow resolutions to be adopted outside a General Meeting of Shareholders, in writing or using electronic means of communication. This is permitted if the company’s articles provide for this method or all shareholders consent to it in documentary form.

Rules on the agenda and shareholder consent:

As a rule, a resolution cannot be adopted on a matter not included in the agenda. An exception applies if all shares are represented at the meeting and no one present objects.
A resolution amending the company’s articles that increases shareholders’ obligations or reduces the individual rights of particular shareholders requires the consent of all affected shareholders.
If there are shares with different rights, a resolution affecting the rights attached to a specified class of shares requires a separate vote by shareholders holding shares of the same class. The vote is decided by a simple majority.

Voting at the General Meeting of Shareholders

Voting at the meeting is open.

A secret ballot is held when:

appointing, removing or suspending members of the company’s governing bodies
granting them discharge
holding them liable
any shareholder requests it

Minutes of the General Meeting of Shareholders

Minutes must be prepared for every General Meeting of Shareholders. This is a duty, not an option.

What the minutes must contain

All resolutions adopted.
A statement that the meeting was properly called.
Confirmation that the meeting was able to adopt binding resolutions.
The number of shares for which valid votes were cast.
The percentage those shares represent of all shares.
The total number of valid votes, broken down into votes “for,” “against” and “abstaining.”
Any objections raised.

What to attach to the minutes

Evidence that the meeting was called.
An attendance list signed by participants.
A list of shareholders who voted using electronic means of communication.

The resolutions are signed by shareholders present, or at least by the chair and the person who prepared the minutes. The resolutions are then entered in the book of minutes.

Summary

The General Meeting of Shareholders is the body where decisions with a real effect on the company are made, from approving reports to amending the articles. Every shareholder should know their rights and how to exercise them: when they may request a meeting, how to vote and what the minutes must contain.

Setting up and operating a P.S.A. involves many formal and organizational decisions. Consider consulting an adviser before they become a problem.

Frequently asked questions

What exactly is the General Meeting of Shareholders in a P.S.A., and what decisions does it make?
The General Meeting of Shareholders is a mandatory body of a Prosta Spółka Akcyjna, alongside the Management Board and Supervisory Board. By operation of law, it consists of all shareholders or other people entitled to participate. It adopts resolutions on matters such as approving the financial statements and management report, granting discharge to governing body members, selling or leasing the enterprise, acquiring or selling real estate and issuing convertible bonds.

When must an ordinary General Meeting of Shareholders be called in a Prosta Spółka Akcyjna, and what must be on its agenda?
You must call an ordinary General Meeting of Shareholders within 6 months after the end of each financial year. As a rule, the Management Board calls it; if the board does not, the Supervisory Board may do so. The agenda must include reviewing and approving the Management Board’s report on the company’s activities and the financial statements for the previous financial year, adopting a resolution to pay a dividend or cover a loss, granting discharge to governing body members and, where applicable, reviewing and approving the corporate group’s financial statements.

How should shareholders be notified of a P.S.A. general meeting, and what is the minimum notice period?
You may send notice by email or by registered letter or courier. Whichever method you use, the notice must be sent at least 2 weeks before the scheduled meeting. Breaching this period may result in the validity of adopted resolutions being challenged.

Can resolutions in a P.S.A. be adopted without a formal General Meeting of Shareholders, in writing or online?
Yes. The rules allow resolutions to be adopted outside the meeting, in writing or using electronic means of communication. The method must be expressly provided for in the company’s articles, or all shareholders must consent to it in documentary form.

What must the minutes of a P.S.A. General Meeting of Shareholders contain?
The minutes must include all resolutions adopted, a statement that the meeting was properly called, confirmation that it could adopt binding resolutions, the number of shares for which valid votes were cast, the percentage those shares represent of all shares, the total number of valid votes broken down into votes “for,” “against” and “abstaining,” and any objections raised. Attach evidence that the meeting was called, an attendance list signed by participants and, where applicable, a list of shareholders who voted using electronic means of communication.

The General Meeting of Shareholders in a P.S.A.