Simple Joint Stock Company Legislation Under Way

The government speeds up legislative work regarding the creation of Simple Joint Stock Company, a new form of business entity that is to be introduced into Polish company law. The new legal structure may become available in 2020.

To make Simple Joint Stock Company a reality, the government needs to provide amendments to the Code of Commercial Companies which lists all business structures that are allowed in Poland. The legislation adding appropriate provisions to the Code is being prepared by the Ministry of Entrepreneurship and Technology chaired by Jadwiga Emilewicz.

What is Imported in Joint Stock Company Legislation:

The new company structure is intended for enterprises active in the field of new technology. With Simple Joint Stock Company, forming a start-up and acquiring capital is to be easier and quicker than it is today. The ministry wants to create an entity that will be something between a limited liability company and a joint stock company. Less formalities, more flexibility – this is what the lawmakers have in mind.

Recently, the government presented the first draft of the new legislation that they will continue working on. Formation of a Simple Joint Stock Company is to take 24 hours. Minimum share capital has been set at 1 PLN (approximately 0.25 EUR). If a business idea becomes a failure, such company will be subject to simplified liquidation proceedings. What is important, such business will be easier to maintain, as it will be subject to fewer compliance obligations. There will be no supervisory board and shareholders will be able to make binding decisions through videocalls.

The bill introducing changes to the Code of Commercial Companies will now be moved to Sejm, the lower chamber of Parliament. The government expressed the intention to introduce the new legal provisions in the first quarter of 2020.

Currently, most of start-ups operate as limited liability companies (sp. z o.o.).

Investment Outlook and Business Perspective

Poland remains one of the most attractive investment destinations in the European Union. With GDP exceeding EUR 650 billion, Poland is the sixth largest economy in the EU and the largest in Central and Eastern Europe. The country has maintained positive economic growth for over three decades, including through multiple global crises.

Foreign direct investment in Poland continues to grow, driven by the country’s strategic location, skilled workforce, EU membership, competitive costs, and improving infrastructure. Key sectors attracting investment include manufacturing, technology, business services, logistics, and financial services.

For investors considering entry into the Polish market, proper structuring of the investment vehicle is crucial. The choice between a sp. z o.o. (LLC), S.A. (joint-stock company), branch office, or joint venture depends on the investment size, sector, tax considerations, and long-term strategic objectives. Professional advisory can help optimize the structure from both operational and tax perspectives.

If you are doing business in Poland or considering entering the Polish market, Zalewski Consulting can help. Learn more about our personal income tax advisory, or contact us for a free consultation.