Please note that as of 1 July 2021 a new type of company was introduced into the Polish legal system - a simple joint-stock company (SJSC).
What are its legal features?
- SJSC has a legal personality;
- Shareholders are not responsible for the company's liabilities;
- Its shares have no nominal value, they are not part of share capital and are undivided;
- The minimum share capital is PLN 1, which is important especially for start-ups; share capital amount is not specified in the articles of association, and its change is not understood as an amendment to the articles of association;
- SJSC’s articles of association may be concluded in the form of a notarial deed or specific simplified template - by completing the S24 form in the IT system;
- Instead of a management board, SJSC has a board of directors or a single director;
- SJSC provides for simplified procedures regarding: changes of the share capital (simple entry of a change in the number of shares in the register), selling the shares, and liquidation of the company.
It is worth remembering that a simple joint-stock company cannot be established by a limited liability company held by a single shareholder.
What are the tax features of SJSC:
- A simple joint-stock company may benefit from a reduced 9% CIT rate (for small taxpayers) and a 5% CIT rate (under the IP-Box);
- Simple joint-stock companies will benefit from exemptions granted to other companies, e.g. exemptions resulting from EU directives such as exemption from taxation of dividends, interest, and royalties, share for share exemption, etc.
- A simple joint-stock company will not be able to constitute an alternative investment company (ASI) that offers a local participation exemption.
Should you wish to discuss this, please contact us.