Joint-stock

company
1.What is a Joint Stock Company?

 Legal entity
 Separate legal personality from
Shareholders
 Public or Private
 Popular form of foreign Investment
 Name holds Spółka akcyjna
2.Requirements & Restrictions
 100.000 PLN in form of Money or Property
from at least one Shareholder
 Representation by Board of Directors
 Signing of Statute as notarial act by
founding shareholders
 Superior authority through annual General
Shareholders Meeting
 Restricted purchase of real property in non-
EU capital > 50%
 3.Legal Steps
 Registration for a KRS number
 Registration for a Tax identification
number (NIP)
 Receiving Statistical number
(REGON)
 Registration at the Social Security
Agency
4.General Shareholders Meeting
 Held annually
 Decision on Statute changes
 Voting for Board of Directors
 Use of Profits
 Relief of Board Members
 5.Taxation
 Corporate Income Tac (CIT) 19%
 Dividends with 19% or according to
the DTT respectively
 Parent Companies(EU) are exempt
from Dividend tax in it owns more than
15% of shares continuously
 6.Liabilities
 Shareholders are only liable in the size
of the contributed Stock
 Shareholders are complete liable until
Company is registered
 Losses are not allowed to overcome
equity
 7.Statute
 Company name and address of
registered Office
 Core business Objective
 Duration of company (voluntary)
 Amount of Starting Capital
 Nominal Value of Shares (min. 1 grosz)
 Define type of Shares
 Register founding Shareholders
 Size of Superior Authority
 Size of Board of Directors

http://www.dudkowiak.com/company-incorporation-in-poland/polish-joint-stock-
company.html
 Polish Law recognizes two types of capital
companies:
• Limited Liability Companies
• Joint-Stock Companies
Legal Personality
The existence of a corporation requires a
special legal framework and body of law that
specifically grants the corporation legal
personality, and typically views a corporation
as a legal person which shields its owners
(shareholders) from "corporate" losses or
liabilities; losses are limited to the number of
shares owned.
Company’s Founders
A joint-stock company may not be formed solely
by a single-shareholder limited liability company.

However, a single-shareholder limited liability

company may become a sole shareholder by
acquisition of all of the shares in the joint-stock
company.
Capitalization and Financing
Joint-stock company has its own assets, which
consists of property contributed to or acquired
by the company during its existence.

Contributions made by each shareholder and

their value are determined by the notarial deeds
on founding the company or by the subscription
for shares.
Management Board
The management board manages the affairs of the
company and represents the company in court and
out-of-court actions.

If the company articles does not provide otherwise,

members of the management board are appointed
and removed by the supervisory board. The general
meeting may revoke or suspend a member of the
management board
Supervisory Board
Appointment of a supervisory board
is compulsory.

If the company articles does not

provide otherwise, members of the
supervisory board are appointed and
removed by the general meeting.
General Meeting
The general meeting is summoned by the
management board. As a rule, each share carries
one vote at the general meeting.

If the company articles or the code of

commercial partnerships and companies does not
provide otherwise, resolutions are adopted with
an absolute majority of votes.
 Important Terms to Know
Civil Liability Insurance Unlimited Company
• 1.) http://www.paiz.gov.pl/polish_law/forms_of_doing_business/joint-stock_company

• 2.) http://www.corporate-law.eu/en/poland/joint-stock%20company/

• 3.) http://www.careerride.com/fa-joint-stock-company-explained.aspx
Legal background of Joint-stock
company
What is corporate law?
The function of corporate law
Corporate Law on Joint Stock companies
Some regulations for joint stock
companies
Different kind of Joint Stock companies in
Europe
• Corporate law is the study of how shareholders,
directors, employees, creditors and other
stakeholders interact with one another. Under
corporate law, corporations of all sizes
have separate legal personality,
with limited or unlimited liability for its
shareholders.
• Incorporation: possession of legal
personality separate from shareholders
• Limited liability: the shareholders are only liable for
the company's debts to the value of the money they
invested in the company
• The existence of a corporation requires a
special legal framework and control
• Legal person protects shareholders from
corporate losses or liabilities
• Empower corporations to own property, sign
binding contracts, and pay taxes in a rational
way.
• Authorize corporations to borrow money from
public by issuing interest-bearing bonds
• Ensure corporations subsist indefinitely
“A corporation is an abstraction. It has no mind
of its own any more than it has a body of its
own; its active and directing will must
consequently be sought in the person of
somebody who is really the directing mind
and will of the corporation, the very ego and
centre of the personality of the corporation.”
—Lennard’s Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915]
AC 705
• Joint Stock Companies Act 1844 introduces
the registration and incorporation of
companies without specific legislation
• Joint Stock Companies Act 1856 provided for
limited liability for all joint-stock companies
• Limited liability: shareholders of a modern
business corporation have
"limited" liability for the corporation's debts
and obligations
• Perpetual lifetime: The assets and structure of
the corporation may continue beyond the
lifetimes of its shareholders and bondholders
• Financial disclosure
• Corporate taxation
• Italy: the public limited company(società per azio
ni, or S.p.A.), the private limited
company (società a responsabilità limitata, or
S.r.l.), and the publicly traded partnership (società
in accomandita per azioni, or S.a.p.a.).
• German-speaking countries:
Germany, Austria, Switzerland and Liechtenstein:t
he Aktiengesellschaft (AG), and the Gesellschaft
mit beschränkter Haftung (GmbH)
• Norway: aksjeselskap(AS), and
allmennaksjeselskap (ASA).
• The United Kingdom: the private limited
company ("Limited" or "Ltd"), the public
limited company ("PLC") and the
private unlimited company.
 The characteristics
of joint-stock company:
1. The company‘s share capital generally is
equal share; the sum is the company’s total
capitalization.

2. The company‘s shares are held by different

people ； there is no upper limit for the number
of shareholders to facilitate the concentration of
a large number of capitals.

3. The establishment of the company has two

kinds: initiated the establishment and raising the
establishment, share is represented in the form
of stock.
4. Shareholders enjoy rights and undertake
obligations by their shares.

5. The company's credit is based on capital rather

than shareholder personal credit, is a typical capital
company.

6. The company's major issues must be open to the

public.

7. The company's capital by the company control,

ownership and right of management are separation.
The differences:

 1. The scale of company is different.

Generally the joint-stock company is larger scale.

2. Based on capital union.

3. Shares transfer conditions are different.

4. Extent of openness is different.

5. Normalize management requirements are

different.

6. The establishment and dissolution of the company

has strict legal procedures and complicated
procedures.
Advantages of joint-stock
company:
 1 ． Can quickly gather a large amount of
capital can be widely gathered social idle capital
formation of capital, is conducive to the growth
of the company;

2 ． Conducive to disperse the risk of investors;

3 ． Avail to accept social supervision.

4 ． Adapt to the needs of modern mode of
production: ownership and right of management
separated each other.

5 ． Company’s shares can be freely transferred

after the listing.

6 ． Promote enterprises to improve operating

management.

7 ． Achieved capital stability and share liquidity can

organic combination.
Disadvantages of joint-stock
company:

1 ． The mechanisms for establishing and operating

are more rigorous and complex.

2 ． The company's ability to resist risks is poor; the

majority of shareholders lack a sense of
responsibility.
3 ． Large shareholders hold more equity, is not
conducive to the interests of minority shareholders.

4 ． The company's trade secrets easily exposed.

5 ． Easy to trigger speculative behavior.

6 ． Easy to encourage enterprises to blind

expansion.
 Summary

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