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A joint stock company is intended for running large and medium enterprises. A joint stock company is a legal person (what is legal personality?),

Who can set up a joint stock company?

A joint stock company may be set up by one or more persons (what is a natural person, a legal person and an organizational unit without legal personality). A joint stock company may not be established by a single-shareholder limited liability company.

The procedure of establishing a joint stock company.

In order to establish a joint stock company it is necessary to:

  • draw up a company’s statute (Articles of Association of a joint stock company)
  • pay in share capital prior to registration of the company (the share capital shall be paid into a bank account of the company)
  • appoint the company’s governing bodies (e.g. director, president)
  • register the company in the National Court Register (What is the National Court Register (KRS))?

An application for registration shall be submitted on an official form KRS-W3 along with attachments:

  • KRS-WE - about the company's shareholders
  • KRS-WM – with data on the company’s activities and
  • KRS-WK – about individuals authorized to represent the company

Taxes

The company is liable to pay CIT (corporate income tax).

Entrepreneurs’ liability

The company shall be liable for obligations with its entire assets without limitation. Shareholders shall not be liable for the company’s obligations, they bear risk up to the value of shares held in the company. This means that shareholders shall not be liable for the company’s obligations with their own assets. Their liability shall only be limited to the value of the capital contributed to the company.

Categories of entrepreneurs who can set up a joint stock company

Any entrepreneur who resides in Poland legally may establish and operate a joint stock company.

Note: international agreements between individual states and Poland may provide for additional limitations or rights. Therefore it is advisable to ensure whether any international agreement is binding with respect to a given state. The Ministry of Foreign Affairs keeps an online treaties database  where such information is available.

A foreigner who is staying in Poland without the required documents cannot conduct business activity.

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