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

The introduction of the Prosta Spółka Akcyjna (P.S.A.) – the Simple Joint Stock Company – in 2021 marks a transformative shift in Polish company law. It signifies the intention to depart from the tradition of continental European systems towards a more Anglo-American-oriented approach. The P.S.A. is designed to serve a broad range of business needs: from start-ups and technology ventures to more conventional enterprises. It is an independent new close company form rather than a sub-form of an existing entity. In our paper ‘The Simple Joint Stock Company: Emergence of a New Close Company in Poland’, we discuss the defining features of the P.S.A. within the broader systemic context of Polish company law. 

A new financial architecture

The most significant and complex innovation lies in the financial structure of the P.S.A. It departs from the concept of the fixed share capital, which is present in the Polish limited liability company (equivalent of the German GmbH) and the joint stock company. Instead, the P.S.A. adopts a flexible equity system, allowing withdrawals from the company’s equity, subject to a balance sheet test and a solvency test.

Shareholders’ rights are incorporated in ‘real’ no-par-value shares, which can be subscribed for in exchange for various types of contributions, capital and non-capital, including work and services. This feature facilitates the integration of founders’ intellectual and operational input with the capital of financial investors, while excluding the personal liability of all shareholders. 

The P.S.A.’s share fund—with a statutory minimum of 1 PLN (or approximately 0.25 euro)—is created by shareholders’ capital contributions. Unlike the share capital in the traditional system, the amount of the share fund is not fixed in the articles of association. The share fund is the direct result of shareholders’ contributions actually received by the company and subsequent withdrawals in the form of distributions to shareholders or internal reallocations of equity. At the same time, the share fund is recorded in the court register of the P.S.A., ensuring transparency for creditors and other third parties.

The share fund constitutes a distributable amount rather than locked equity capital. As a result, it is treated similarly to the company’s earned profits and can be distributed to shareholders as a dividend, a buyback payment or a redemption fee. Creditor protection is ensured through a dual mechanism. First, if a withdrawal would reduce the share fund below 5% of the company's total liabilities (as shown in the most recent approved financial statements), creditors may demand security for their claims, provided that they prove that the satisfaction of their claims is at risk. Second, the company must make annual write-offs from profits to the share fund to cover possible future losses up to the 5% threshold of the company’s aggregate liabilities. These measures create an adjustable reserve that correlates with the total amount of the company’s liabilities and thus may provide more meaningful creditor protection than an arbitrary and fixed share capital figure. Moreover, no distribution may occur if it would render the company unable to meet its financial obligations within six months from the date of the distribution. Thus, the payment from company assets to shareholders requires an assessment of the company’s solvency.

A flexible governance structure

The P.S.A. has been given an innovative governance framework. Shareholders may choose between different governance models, including a one-tier system with a board of directors. This is a novelty in Polish company law, as the structure of the ‘regular’ Polish joint stock company is still two-tier, comprising a management board and a mandatory supervisory board, following the German tradition (but without mandatory rules on employee codetermination). 

The P.S.A. rules on the board of directors are characterized by flexibility in allocating managerial and supervisory duties and powers. This adaptability makes the P.S.A. particularly attractive for start-ups and closely held firms seeking tailored governance solutions.

Digital by design

The P.S.A. embraces digitalisation in several respects. The company can be incorporated entirely online, its decision-making processes can take place digitally, and its shares are fully dematerialised and recorded in an electronic register maintained by investment firms or notaries. The shareholders’ register may operate through distributed ledger technology, such as blockchain. As a rule, share transfers become effective upon the acquirer’s entry into the register and only a simple ‘documentary form’ (e.g. an e-mail exchange) is required for the share transfer. This stands in strong contrast to the Polish limited liability company, where shares represent a conglomerate of rights, akin to participation rights in Polish partnerships—a status that creates numerous difficulties, including the absence of legal protection for bona fide purchasers.

P.S.A. in figures

By late 2025, four years after the P.S.A. reform took effect, almost 4,000 P.S.A.s had been registered in Poland, compared to over 600,000 Polish limited liability companies. These figures should be viewed as a success, given the scope and radical nature of the reform. Some reluctance to use the new form, particularly among conservative lawyers and notaries, who tend to hesitate before recommending novel legal structures to their clients, is a natural and expected phenomenon. The P.S.A. competes with other types of companies in Poland on an equal footing, as it principally enjoys no special tax incentives and, in some aspects, faces even less favourable tax treatment.

Impact on Polish company law – between revolution and evolution 

The P.S.A. has acted as a strong catalyst for broader company law reform, putting pressure on the modernisation of other Polish company types. In 2022, shortly after the P.S.A. rules entered into effect, several governance principles first introduced with the P.S.A.—including the business judgment rule, a rule proclaiming the general duty of loyalty of board members, and new rules on determining the length of directors’ terms of office—were extended to both the Polish limited liability company and the Polish joint stock company. Discussions are ongoing about transplanting the P.S.A.’s shareholder right of withdrawal in case of oppression into the limited liability company and into the planned new rules on groups of companies. The P.S.A.’s innovative financial structure has attracted attention at the EU level in consultations on the future 28th company law regime conducted by the Informal Company Law Expert Group advising the European Commission. 

The P.S.A. represents both revolution and evolution in Polish company law. It is revolutionary in reimagining the financial and governance structure of private companies, yet evolutionary in that it coexists with, rather than replaces, traditional forms, allowing businesses to adopt the new framework voluntarily. Going forward, this evolutionary approach could be applied to the reforms of other Polish company types. The deep modernisation of the limited liability company – the most common form of private company in Poland – remains a key legislative challenge. The P.S.A. can serve as a valuable ‘laboratory’ for testing and refining these future solutions. 

The authors’ full paper can be found here. 

Adam Opalski is a Professor at the Faculty of Law and Administration, University of Warsaw.

Krzysztof Oplustil is a Professor at the Faculty of Law and Administration, Jagiellonian University.

Tomasz Sójka, Professor, Faculty of Law and Administration, Adam Mickiewicz University.

Anne-Marie Weber, Assistant Professor, Faculty of Law and Administration, University of Warsaw