Joint stock company in Poland

Monika Sawarska    05 stycznia 2016    Komentarze (0)

A joint-stock company is a capital company which is a legal entity. It may be formed by one or more persons.

What is sufficient, the shareholders are not liable for the obligations of the company.
The share capital of a joint-stock company is divided into shares of equal nominal value.
The minimum share capital is 100 000 PLN. The nominal value of a share may not be lower than 1 grosz.

Polish Commercial Companies Code requires the following acts to create a joint stock-company:
1. the formation of the company, including signing of the statutes by the promoters; (drawn up in the form of a notary deed);
2. the contribution of the entire share capital (with some exceptions);
3. the establishment of the company’s governing bodies (see below);
4. the registration in the National Register Court.

The company’s bodies are: management board, supervisory board and general assembly.

The management board is authorised to manage the affairs of the company and represent the company. The management board may include one or more persons. The members may be chosen from the shareholders or other persons (e.g. qualified manager). The members of the management board are appointed and dismissed by the supervisory board unless the statutes provide otherwise. A member of the management board may also be dismissed or suspended from their duties by the general assembly. A member of the management board may be dismissed at any time by the resolution of the shareholders. However, the articles of association may include other provisions.

The supervisory board will exercise permanent supervision over all the areas of the company`s operations. However, it does not have the right to give the management board binding instructions with respect to the management board of the company`s affairs. The supervisory board should consist of, at least, three members appointed and dismissed by the general assembly.

The most important decisions concerning the company are taken by its shareholders during the general assembly. The statutes should be provided when the resolution of the general assembly is required. The general assembly should be convened by the management board, but it can also be convened at the request of the shareholders.
The resolution of the general assembly should be recorded. The minutes should be taken by a notary.

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