Simple joint stock company - prosta spółka akcyjna
A simple joint stock company (pol. “prosta spółka akcyjna”, abbreviation „P.S.A.”) is a new type of company in Poland. It was introduced as an atractive and flexible solution for startups. The most important features of the simple joint stock company are following:
- Flexibility in terms of company members and governing bodies. The P.S.A. may be registered by one or more persons, either natural persons or legal entities; there are no restrictions related to citizenship or residency of shareholders and directors; any foreigners and foreign companies are entitled to be shareholders and board members (directors) of the single joint stock company.
- Minimal share capital requirement - a mere 1 PLN; the capital amount is symbolic in comparison to a limited liability company (sp. z o.o.), where a minimal share capital amounts to 5.000,00 PLN, or a standard joint stock company (S.A.), where a required amount is 100.000,00 PLN. The share capital can be covered either by monetary or in-kind contributions. The later may, among others, take form of providing services or work to the company.
- Dematerialized shares; shares of the simple joint stock company have no documentary form. They are dematerialized and entered into a digital shareholders register, maintained either by a notary or a licensed stock broker.
- Possibility to choose a different regime of company board. Unlike the other types of companies in Poland, the simple joint stock company shareholders can choose between a one-tier board consisting of executive and non-executive directors, and a two-tier board, consisting of a separate management board and a supervisory board.
- Flexibility of a company operations. The simple joins stock company (prosta spółka akcyjna) provides very flexible solutions in terms of operating a company. There are many features supporting this. To name a few: both board meetings and shareholders meetings may take place remotely (online), the company financial statements are generally not subject to mandatory audit requirement, transfer of company shares may take place in any documentary form, even by exchange emails.
Simple joint stock company in Poland - benefits for foreigners.
Foreign investors entering Polish market may consider a joint stock company as an alternative solution to a limited liability company and standard joint stock company. Depending on the intended company structure, different aspect should be taken into consideration. The P.S.A. may offer in particular following benefits:
- Foreign board members and shareholders of the simple joint-stock company in Poland are not required to obtain any visa, work permit, residency permit;
- Attractive corporate income tax (CIT) rates - 9%, when annual sales do not exceed 2.000.000,00 PLN or 19% in when it does.
- Possibility of using “IP BOX” tax relief, which allows to reduce CIT rate from some IP related profits even up to 5%.
- Possibility of postponing CIT payment until dividend distribution. Using this preference is subject to certain requirements (so called “Estonian tax”).
- Dividends paid to EU companies are generally not subject to withholding tax in Poland (under certain formal conditions).
- Shareholders and board members of a Polish simple joint stock company are not subject to mandatory social security contributions. In contrast to shareholders and partners of other types of companies and partnerships in Poland, the simple joint stock company natural person shareholders and directors are excluded from social security contributions and health insurance. For example, while a natural person shareholder holding 100% shares of a Polish limited liability company in 2022 will be required to pay social security contributions and health insurance in the amount of 2.244,28 PLN (around 488 EUR) per month, a shareholder of the P.S.A. will not be required to do so.
How to register a simple joint stock company (P.S.A.) in Poland
In order to register a joint stock company in Poland, it is required to complete a few steps, such as: signing an Articles of Association, appointing company governing bodies and filling an application for the company registration with a National Court Register (KRS). After the company is registered, it is further required to sign an agreement with a notary or stock broker on maintaining shareholders register, file required tax registration forms, beneficial owners registration, as well as to fulfill other tax and legal obligations.
LF LEGAL provides comprehensive assistance with a simple joint stock company (prosta spółka akcyjna) registration in Poland. We offer solution allowing to complete the whole process remotely, without visiting Poland.