Simple Joint-Stock Company – A New Type of Polish Commercial Company Dedicated (Mostly) to New-Technology Entities

Abstract

This article presents a new Polish regulation concerning the simple joint-stock company (Polish: prosta spółka akcyjna; SJSC). It is a legal form of a commercial company, dedicated mostly (but not exclusively) to new-technology entities. Its main advantage is the possibility to subscribe shares in exchange for a contribution in the form of work or services provided to the company. This will make it possible for SJSC promoters to attract investors in order to run the enterprise while maintaining control over the company and excluding personal liability for its obligations. Another characteristic is that the SJSC has no share capital. Even so, the degree of actual protection of a company’s creditors does not seem lower than that provided by companies supplied with a share capital. This is because the creditors’ interests are secured not only by the obligation to conduct the solvency test before paying out funds to a shareholder but also by restrictive rules of responsibility of management board members for the company’s liabilities if the enforcement carried out against the company proves ineffective.