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
http://www.dudkowiak.com/company-incorporation-in-poland/polish-joint-stock -company.html
http://prawo.legeo.pl/prawo/kodeks-spolek-handlowych-z-dnia-15-wrzesnia- 2000-r/tytul-iii_dzial-ii_spolka-akcyjna/?on=29.09.2016
Register founding Shareholders
Size of Superior Authority
Size of Board of Directors
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 Aktiengesellschaf (AG), and the Gesellschaf mit beschränkter Hafung (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.
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.
Advantages of joint-stock
company:
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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