Polish Joint Stock Company Registration

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Joint Stock Company incorporation in Poland

Polish Joint Stock Company (JSC) — S.A. (Spółka Akcyjna) is a popular form of doing bigger size businesses or investments in Poland by foreigners. Our Polish incorporation lawyers usually advise to invest and register a company in this legal form when the investor requires:

flexibility in trading with high number of shares (stock); or
considers raising capital (from third parties or capital markets) for business establishment or further operational investments.

Features of Polish Joint Stock Company

Polish Joint-stock company is a legal entity with a separate legal personality from its stockholders. It may be public (listed on stock exchange) or private (not listed on stock exchange).

Foreign capital Joint Stock Company

EU nationals or EU corporations may establish and run a JSC company in Poland free of any restrictions. As a general rule of Polish Law – foreigners, i.e. non-EU nationals, may also freely establish and run Polish JSC company, however in certain events they might experience restrictions imposed by the provisions of Polish Law. For example purchase of more then 50 % of stock of Polish Joint-stock Company (S.A.) that owns real property in Poland , by the foreigners (non-EU nationals) will be allowed only after obtaining permit form the Ministry of Foreign Affairs (or Ministry of Agriculture in case of agricultural properties).

Joint Stock Company in Poland – Key Facts

Founders	Minimum 1 stockholder
Method of incorporation	Signing Statute: at the Notary; or online via designated portal
Minimum stock capital	100.000 zł payable in cash or in kind contribution
Minimum stock value	0,01 zł
Taxation of JCS	9 % of CIT for profit up to 2 mln EUR, above 19 %, alternatively 0 % of Estonian CIT
Who can be a Stockholder ?	No restrictions. Foreigners may be stockholders.
Who can be a Member of Management Board ?	No restrictions. Foreigners act as Directors. Directors must have clear criminal record with regards to corporate and business crimes.
Supervisory Board	Always obligatory
Formation time	Online incorporation 1-5 days or Notarial incorporation 1-3 months
Auditing requirement	Always obligatory
Reporting requirement	Obligatory — once a year to KRS (National Court Register)
Liability of Stockholders	Stockholders hold no liability for JSC company debts
Liability of Directors	Directors hold no liability for Company debts

Stock capital of Polish Joint Stock Company

Minimum stock capital of Polish Joint-stock Company is 100.000 PLN (approx. 24.000 EUR). The stock capital has to be covered by contributions, which can be monetary (made in money) or in-kind [transferring ownership of the property (movable or immovable)]. Contribution cannot be provided in the form of services towards the JSC company.

Representation of Polish Joint Stock Company

Polish Joint Stock Company is represented by a the Members of the Management Board. The Board shall consist at least of one person. There is no limit as to number of Directors in the Management Board of JSC. The Directors cannot be appointed for the term longer than 5 years. Rules of representation can be freely formed in the Statute of the JSC Company. A company may be also represented by regular proxy (pełnomocnik) or a registered proxy (prokurent).

General Stockholders Meeting and Supervisory Board of Joint Stock Company

Superior authority of a Polish Joint Stock Company is General Stockholders Meeting. A Supervisory Board must be compulsory formed in every Polish Joint Stock Company. Supervisory Board must consist of at least 3 members, but on the other hand there is no maximum number of members.

Taxation of Joint Stock Company

Polish Joint-stock company is subject to Corporate Income Taxation (CIT).
CIT is imposed on the total income from all sources (reduced by deductions) at the rate of 9% for profits up to 2 mln EUR and 19 % for higher profits. Since 1 January 2022 Polish Tax Law provides 0 % tax on profit retention (Estonian CIT).

Tax on dividends released by Polish JSC

Dividends released by Polish Joint Stock companies are taxed independently from corporate income tax.

Dividend is released to private individuals
- taxed by withholding tax of 19 %, or
- in case of – tax residents of other countries – the dividend tax may be determined by appropriate DTT(Double Taxation Treaty).
Dividend released to parent company
- taxed by withholding tax of 19 %, or
- exemption from dividend tax may apply if parent company:
  - holds at least 15 % of the subsidiary’s share capital continuously for at least 2 years; and
  - is covered by unlimited income tax obligation in Poland, other EU Member State or other state belonging to EEA.

Liability in Joint Stock Company

The stockholders in Polish Joint Stock Company are not liable for the JSC’s obligations, they bear a risk up to the value of contribution. Unlike in LLC, in JSC – as a rule – Members of the Management Board are not exposed to liability for company debts in case they fail to file insolvency request on time.

Steps necessary to incorporate a Joint Stock company in Poland

Drafting the Statute of the Joint Stock company
Executing the Statute in the office of Notary Public
Registration of the company at the Company Register (KRS)

Our Polish corporate lawyers are advising and representing clients in the JSC incorporation process to make it as simple as possible.

As a result you of above steps you would get

Your Joint Stock Company will be registered in the Company House (KRS) and will get it KRS number
Your Joint Stock Company will get tax identification no. (NIP) and will be registered as a taxpayer
Your Joint Stock Company will get its own statistical no. (REGON)

Contact our lawyers specialized in Joint Stock Company incorporation

Please address your enquiries to: [email protected], we will do our best to answer to you e-mail within 24 hours.

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