Joint Stock Company incorporation in Poland
Polish Joint Stock Company — S.A. (Spółka Akcyjna) is a very popular form of doing business in Poland or investing in Poland by foreigners. Our Polish lawyers usually advise to invest in this form when the investor consideres raising capital (from third parties or capital markets) for business construction or for further operations investments.
Features of Polish Joint Stock Company
Polish Joint-stock company is a legal entity with a separate legal personality from its stockholders. It may be public (listed on stock exchange) or private (not listed on stock exchange).
Foregin capital Joint Stock Company
EU nationals can establish and run a companies in Poland free of any restrictions. Non-EU nationals can also freely establish and run Polish company, however in some matter they are up to restrictions provided by law. For example Polish Joint-stock Company (S.A.) with more then 50 % of non-EU capital may purchase a real property in Poland only after obtaining permission form the Ministry of Foreign Affairs (or Ministry of Agriculture in case of agricultural properties).
Stock capital of Polish Joint Stock Company
Minimum stock capital of Polish Joint-stock Company is 50.000 PLN (approx. 12.500 EUR). The stock capital has to be covered by contributions, which can be made in money or transferring ownership of the property (movable or immovable). Contribution cannot be made in the form of services towards the company.
Representation of Polish Joint Stock Company
Polish Joint Stock Company is represented by a the Board Directors. The Board shall consist at least of one person. Rules of representation can be freely formed in the Articles of Association of the Company. A company may be also represented by regular proxy (pełnomocnik) or a registered proxy (prokurent).
General Stockholders Meeting and Supervisory Board of Joint Stock Company
Superior authority of a Polish Joint Stock Company is General Stockholders Meeting. A Supervisory Board must be compulsory formed in every Polish Joint Stock Company.
Taxation of Joint Stock Company
As every Polish Joint-stock company is a separate legal entity, it is taxed by Corporate Income Tax (CIT).
CIT is imposed on the total income from all sources (reduced by deductions) at the rate of 19%.
Dividends released by the company are taxed separately.
If dividends are released to stockholders who are private individuals they are generally taxed by withholding tax of 19 %. However dividends released to foreigners (tax residents in other countries) are tax in accordance with appropriate DTT (Double Taxation Treaty).
If they paid by resident subsidiaries to parent companies they may be exempt from dividends tax if parent company owns at least 15 % of the subsidiary’s share capital continuously for at least 2 years and being subjected to unlimited income tax liability in Poland, other EU Member State or other state belonging to EEA.
Liability in Joint Stock Company
The stockholders in Polish Joint Stock Company are not liable for the company’s obligations, they bear a risk up to the value of stock contributed.
Steps necessary to incorporate a Joint Stock company in Poland
- Drafting the Statute of the Joint Stock company
- Executing the Statute in the office of Notary Public
- Registration of the company at the Company Register (KRS)
Our Polish corporate lawyers are advising and representing clients in the company incorporation process to make it as simple as possible.
As a result you of above steps you would get
- Your Joint Stock Company will be registered in the Company House (KRS) and will get it KRS number
- Your Joint Stock Company will get tax identification no. (NIP) and will be registered as a taxpayer
- Your Joint Stock Company will get its own statistical no. (REGON)
- Your Joint Stock Company will be registered in Social Security Agency (ZUS)
Contact our lawyers specialized in Joint Stock Company incorporation
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Barrister, Managing Partner
Barrister, Managing Partner