Back in 2016, the Ministry of Development presented a concept for a new capital company aimed mainly at the startup and fintech industries. Work on the project is gaining momentum. The Ministry has recognized the growing importance of startups for economic turnover and has expressed a desire to facilitate operations under such a business model. It has developed a project that will introduce simple joint stock company (continued "PSA"). The basis for the changes is the "Outline Concept for a Simple Joint Stock Company," which has been in pre-consultation since 2016.
Starting a startup should not involve high costs (as in a joint-stock company), and the way to attract investors should be relatively easy (unlike in a limited liability company). The very establishment of startups is based on an unproven idea, so there is a high probability of failure, so liquidation should be simplified and as fast as possible. These assumptions guided the authors of the Concept. Its basic premise is Combining the advantages of a joint-stock company and a limited liability company..
Key assumptions:
1) Simplified incorporation of the company:
Introducing the possibility of electronic registration using a form available online (similar to the S24 system);
-Communication between the applicant and the KRS, will be by electronic means;
-in the case of traditional registration, the concept is to conclude the statute in the form of a notarial deed (the possibility of reserving written form on pain of invalidity is being considered);
2) Minimum share capital:
-the minimum share capital would be PLN 1, and the minimum par value of shares would be 1 penny;
-is under consideration, also defining share capital in the amount of PLN 100,000 (as in a joint-stock company), but without having to cover it at the beginning of operations;
-would appear by statute, share capital, which would not be subject to the same requirements as share capital;
3) Action differentiation:
PSA shares will not be allowed to be traded on the stock market;
-freedom of founders to dematerialize shares;
-introducing a special type of shares taken up by shareholders in exchange for labor or intellectual contributions - provided for the possibility of changing to marketable "common" shares when it is possible to value them and change them to non-cash contributions;
-Separation of shares into: founders' shares (taken up by founders, linked to intellectual property), investors' shares (cash or non-cash contributions only, preferred at the liquidation stage), employees' shares (acquired under less stringent conditions than those provided for in Article 362 of the Companies Act), shares for advisors, associates (a form of remuneration for providing services or work to the company);
4) Simplified company organs:
-General Meetings: can be convened electronically and held by means of remote communication; minutes of meetings would not require the form of a notarial deed (the possibility of introducing special meetings that would require minutes to be taken by a notary, lawyer or legal counsel is under consideration);
-Board of Directors: appointed for an indefinite period of time
-Supervisory Board: by design, it is to be optional, but can be mandatory when the capital exceeds PLN 500,000;
-is under consideration, also the introduction of a board of advisors or advisory committees, as a replacement body for the supervisory board;
5) Special creditor protection:
-concept involves the introduction of so-called solvency tests, this means that the board of directors examines, before each payment to a shareholder, whether the company will not lose liquidity in the process;
-predicts, also the introduction of a reserve to cover losses (reserve capital);
6) Rapid liquidation:
- The main idea is a quick liquidation based on a limited liability company module;
-All filings in connection with liquidation and claims could be conducted electronically.
The concept looks very promising and should undoubtedly gain popularity if adopted. Maybe it won't happen overnight, but the moment it is taken into account by banks and other institutions whose acceptance determines successful business operations.
