The General Meeting of Shareholders\u00a0is the body where the most important decisions in a Prosta Sp\u00f3\u0142ka 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.<\/p>\n
Read our earlier publications about the P.S.A. too:<\/p>\n
The General Meeting of Shareholders is a mandatory body of a Prosta Sp\u00f3\u0142ka Akcyjna, alongside its Management Board and Supervisory Board. It makes the company\u2019s most important decisions by resolutions. By operation of law, it consists of all shareholders or other people entitled to participate in the meeting.<\/p>\n
On the day of the meeting, the P.S.A.\u2019s Management Board presents a list of people entitled to participate. The list contains:<\/p>\n
A proxy may participate on behalf of a shareholder. The proxy must be granted in documentary form, on pain of invalidity.<\/p>\n
The General Meeting of Shareholders is divided into ordinary and extraordinary meetings<\/strong>.<\/p>\n Deadline:<\/strong> within 6 months after the end of each financial year.<\/p>\n Matters on the agenda:<\/strong><\/p>\n Who calls it:<\/strong><\/p>\n The meeting may be called in either of two ways:<\/p>\n Regardless of the method, you must send the notice at least 2 weeks<\/strong> before the scheduled meeting date.<\/p>\n The meeting is held at the company\u2019s 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.<\/p>\n Resolutions are adopted by an absolute<\/strong> or qualified<\/strong> majority of votes.<\/p>\n The rules also allow resolutions to be adopted outside a General Meeting of Shareholders, in writing or using electronic means of communication<\/strong><\/a>. This is permitted if the company\u2019s articles provide for this method or all shareholders consent to it in documentary form.<\/p>\n Rules on the agenda and shareholder consent:<\/strong><\/p>\n Voting at the meeting is open<\/strong>.<\/p>\n A secret ballot is held when:<\/p>\n Minutes must be prepared for every General Meeting of Shareholders. This is a duty, not an option.<\/p>\n 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.<\/p>\n The General Meeting of Shareholders\u00a0is 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.<\/p>\n Setting up and operating a P.S.A. involves many formal and organizational decisions. Consider consulting an adviser before they become a problem.<\/em><\/p>\n What exactly is the General Meeting of Shareholders in a P.S.A., and what decisions does it make?<\/strong> <\/p>\n When must an ordinary General Meeting of Shareholders be called in a Prosta Sp\u00f3\u0142ka Akcyjna, and what must be on its agenda?<\/strong> <\/p>\n How should shareholders be notified of a P.S.A. general meeting, and what is the minimum notice period?<\/strong> <\/p>\n Can resolutions in a P.S.A. be adopted without a formal General Meeting of Shareholders, in writing or online?<\/strong> <\/p>\n What must the minutes of a P.S.A. General Meeting of Shareholders contain?<\/strong> A practical guide to convening, voting at and documenting the Walne Zgromadzenie Akcjonariuszy in a Polish P.S.A.<\/p>\n","protected":false},"author":10,"featured_media":1887,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":"","sip_alt_url":"","sip_en_pl_url":"","sip_pair_uuid":"","sip_pair_state":""},"categories":[1579],"tags":[1555,1556,1620,1561],"specialization":[1213],"practice_area":[],"class_list":["post-3979","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-corporate-law","tag-corporate-governance-en","tag-corporate-law","tag-polish-joint-stock-company","tag-polish-simple-joint-stock-company","specialization-corporate-law"],"acf":[],"_links":{"self":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3979","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/users\/10"}],"replies":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/comments?post=3979"}],"version-history":[{"count":3,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3979\/revisions"}],"predecessor-version":[{"id":4078,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3979\/revisions\/4078"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/media\/1887"}],"wp:attachment":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/media?parent=3979"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/categories?post=3979"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/tags?post=3979"},{"taxonomy":"specialization","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/specialization?post=3979"},{"taxonomy":"practice_area","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/practice_area?post=3979"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}Ordinary General Meeting of Shareholders<\/h3>\n
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Extraordinary General Meeting of Shareholders<\/h3>\n
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Location, procedure and voting at the General Meeting of Shareholders<\/h2>\n
Notifying shareholders of the meeting<\/h3>\n
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Where the meeting is held<\/h3>\n
Adopting resolutions at the meeting<\/h3>\n
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Voting at the General Meeting of Shareholders<\/h3>\n
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Minutes of the General Meeting of Shareholders<\/h2>\n
What the minutes must contain<\/h3>\n
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What to attach to the minutes<\/h3>\n
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Summary<\/h2>\n
Frequently asked questions<\/h2>\n
\nThe General Meeting of Shareholders is a mandatory body of a Prosta Sp\u00f3\u0142ka 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.<\/p>\n
\nYou 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\u2019s report on the company\u2019s 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\u2019s financial statements.<\/p>\n
\nYou 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.<\/p>\n
\nYes. 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\u2019s articles, or all shareholders must consent to it in documentary form.<\/p>\n
\nThe 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 \u201cfor,\u201d \u201cagainst\u201d and \u201cabstaining,\u201d 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.<\/p>\n","protected":false},"excerpt":{"rendered":"