Companies in Polish law

Abstract

The article outlines key features of the two types of companies that exist in Polish law — a limited liability company (spółka z organiczoną odpowiedzialnością, społka z o. o.) and a joint-stock company (spółka akcyjna, S.A.). However, the work does not consider the matters of a simple joint-stock company (prosta spółka akcyjna, P.S.A.) also endowed with legal personality. Due to its specificity, a simple joint-stock company deserves a completely separate and complex analysis. The features of both companies are presented in a comparative form to show the main differences and similarities between the two. In particular, the authors discuss the incorporation procedure, the issues related to the deed of incorporation, requirements regarding share capital, and the rights and duties of shareholders. The article also presents the features of governing bodies and particular issues related to the abovementioned matters, such as pre-emptive right, share certificates and many more. The differences between a limited liability company and a joint-stock company are mainly due to the fact that the former exhibits many features of a partnership, meanwhile a joint-stock company fully embodies the essence of a capital company. There are also many similarities. For instance, both a limited liability company and a joint-stock company cannot be formed solely by a single-member limited liability company. In the opinion of the authors of the article, the approach taken to the subject matter should be of interest and useful for the reader. It should also help to select the most favorable business model under Polish law. The article provides an analysis of the current legal situation as well as the newest amendments to Polish company law (related to capital companies). Special attention should be paid to dematerialization of shares which have revolutionized the perception of the shares and the rules governing the disposal of shares.