The Simple Joint Stock Company: Emergence of a New Close Company in Poland

Opalski Adam (), Oplustil Krzysztof (), Sójka Tomasz () and Weber Anne-Marie ()
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Opalski Adam: Professor, Faculty of Law and Administration, University of Warsaw.WarszawaPoland
Oplustil Krzysztof: Professor, Faculty of Law and Administration, Jagiellonian University.KrakówPoland
Sójka Tomasz: Professor, Faculty of Law and Administration, Adam Mickiewicz University.PoznańPoland
Weber Anne-Marie: Assistant Professor, Faculty of Law and Administration, University of Warsaw.WarszawaPoland

European Company and Financial Law Review, 2024, vol. 21, issue 5-6, 604-635

Abstract: 604The introduction of the Prosta Spółka Akcyjna (P.S.A.) in 2021 represents a transformative shift in Polish company law, signaling the willingness to diverge from traditional, continentally rooted frameworks. The P.S.A. is envisioned as a versatile corporate vehicle capable of addressing the diverse needs of contemporary business structures, both the demands of start-ups and innovative businesses, as well as traditional enterprises. The P.S.A.’s financial structure eschews the traditional fixed share capital, allowing for flexible equity management and distributions to shareholders. It also accepts labor and services as contributions, with shareholder rights represented by dematerialised no-par-value shares. The P.S.A. grants founders considerable autonomy in choosing a governance model and structuring shareholder rights and obligations. Consequently, the enactment of the P.S.A. may serve as a blueprint for legislative innovation in the field of company law, exerting pressure on the modernisation of other corporate forms in Poland and in Europe.

Date: 2024
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DOI: 10.1515/ecfr-2024-0021

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