Joint-Stock Company (SpółkaAkcyjna – S.A.) in Poland

What is a SpółkaAkcyjna (S.A.)?

A SpółkaAkcyjna (S.A.) is a type of corporate entity in Poland, best suited for large businesses or companies planning to raise capital through the stock market. It is a legal entity with shareholder liability limited to their contributions.

Key Features:

• Separate Legal Entity: The company exists independently from its shareholders.
• Limited Liability: Shareholders are liable only up to the amount of their investment.
• Minimum Share Capital: PLN 100,000 (~€22,000).
• Minimum Share Value: PLN 0.01 per share.
• Number of Shareholders: At least one.

Incorporation Process:

• Create the Articles of Association (via notary).
• Deposit Share Capital in a bank account.
• Appoint:
  • Management Board (Zarząd) – runs the company.
  • Supervisory Board (Rada Nadzorcza) – oversees management (mandatory).
• Register in the National Court Register (KRS).
• Obtain::
  • NIP (Tax Number)
  • REGON (Statistical Number)
  • VAT Registration, if required.
• Open a corporate bank account..

Taxation:

• Corporate Income Tax (CIT):
  • 19% standard
  • 9% for small taxpayers (limited conditions)
• VAT: 23% standard rate
• Dividend Tax: 19% withholding

Accounting & Compliance:

• Full accounting is mandatory.
• Must publish annual financial reports and audit results.
• Required to hold General Meetings and submit CIT declarations.

Public Offering & Shares:

• Can be listed on the Warsaw Stock Exchange.
• Shares can be issued publicly or privately.
• Suitable for large-scale financing and attracting external investors.

Governance Structure:

• General Meeting of Shareholders: Main decision-making body.
• Management Board: Handles daily operations.
• Supervisory Board: Monitors and supervises management activities (required by law).

Registered Office::

• A registered address in Poland is necessary for company formation.

Why Choose a Joint-Stock Company (S.A.)?

• Best for large businesses, especially those planning to go public
• Easier to raise significant capital through issuance of shares..
• Structured and regulated environment for corporate governance.