About Prosta Spółka Akcyjna

Prosta Spółka Akcyjna is a new concept that is not yet present in legislation but it’s been heard of on the European Market. 

This new type of company introduces some flexibility to the rules applied both to the Polish Spółka z o.o. (Limited Liability Company) and Spółka Akcyjna (Joint-Stock Company). It combines some characteristics of both. 

P.S.A. is a combination of features of existing legal commercial companies (Sp. z. o.o. and S.A.). The new type of commercial company will be characterised primarily by the minimum initial capital (of 1.00 PLN) 

In this respect. P.S.A. is a simpler and friendlier path to launching and operating a commercial company for all types of enterprises.

Is the Simple Joint-Stock Company the right vehicle for you?

P.S.A. was invented to support the development of start-ups in Poland and increase their competitiveness on the Polish market.

The innovative creation is to attract entrepreneurs from the new tech sector. Instead of setting up companies abroad, by founding a P.S.A., they can employ the solutions offered by the Polish legal system. 

It was the legislator’s intention to bring in entrepreneurs from countries that do not have such or similar structure, to consider launching a simple joint-stock company in our country.

A Simple Joint-Stock Company (PSA) – an opportunity or a threat?

Prosta Spółka Akcyjna is a new type of a legal entity, a blend of features representative for companies existing on the market (i.e. A Limited Liability Company and a Joint-Stock Company).

Advantages of PSA

The key advantages of PSA include: 

  • Swift registration (providing that the right form is opened in the S24 system)
  • An option to choose the system for the company’s governing bodies to adapt its structure to business needs
  • Digitalised decision-making processes (very little paper shuffling) 
  • Potential reimbursement of capital contributions during the company’s operation
  • A flexible capital structure (including stock-for-service or stock-for-work options). 

Opportunities coming from PSA

Opportunities (+)

  • Simplified company setup and running procedures are competitive to the types of companies existing in the Polish legal system 
  • Low initial share capital and flexibility in structuring the company’s Statutes to attract potential shareholders
  • Simplified and efficient operational procedures – digitalised voting, stock disposal via e-mail

Potential threats of PSA

Threats (-)

  • P.S.A. is a new type of company in the Polish legal system. It remains to be seen how it is received by courts and notaries
  • High risk of personal liability of the company’s governing bodies in case of its insolvency
  • The option to dispose of shares in a documentary form (also by e-mail or text message) may be a threat for the certainty of business
  • Discretionary valuation in the form of the value of the capital contribution
  • Formalities related to further acquisition of contributions and acquisition of stock
  • Fiscal consequences unknown (in particular for stock acquisition)

 

P.S.A. is an interesting and innovative vehicle for the Polish legal system. Its many advantages may easily transform into its potential flaws. While the European practice shows many efficiencies coming with such form of operation, its development in the Polish legal system is only about to begin.

Do you have any ideas on this topic? Share them with us in the comments below:)

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