Features of a joint-stock company, who is responsible for the company's obligations, what are the accounting and tax matters
It is a form of activity suitable for large enterprises, companies planning to enter the stock market. It is a compulsory form of activity for certain activities (banks, insurance companies).
Characteristics of a joint- stock company
It is a commercial company with capital and legal personality. A founder may be one or more entities from among: natural persons, legal persons, organizational units without legal personality, which have legal capacity. It may not be established by a sole shareholder, i.e. as a single-member limited liability company. A joint-stock company holds rights to issue shares on stock exchanges.
Its partners are shareholders holding a certain number of shares entitling them to receive a specified part of the dividend.
The share capital of PLN 100,000 is required.
A joint-stock company shall be liable for obligations with its own assets. As a rule, in the case of a joint-stock company there is no liability on the part of the shareholders (except for a joint-stock company within the organisation). The shareholders are not responsible for the company's obligations. In practice, a shareholder only risks losing his contribution (business risk).
The highest authority of the company is the General Meeting of Shareholders. The company shall be represented by the Management Board (consisting of at least one member) in accordance with the principles set forth in the Articles of Association. The company may also be represented by a proxy.
The Supervisory Board must also be established in a joint-stock company. It has at least 3 members and 5 members in public companies.
General meetings of shareholders are held in the place where the company has its registered office (if the articles of association allow, in another place). Minutes of general meetings shall be drawn up in the form of a notarial deed.
It can be selected freely, it should contain an additional designation "joint-stock company". The use of the abbreviation S.A. is acceptable.
Statutes of joint-stock company
The statutes shall specify at least the following:
- company name and registered office
- the objects of the company
- the duration of the company, if any
- the amount of the share capital and the amount paid up before registration to cover the share capital
- the nominal value of the shares and their number, indicating whether the shares are registered or bearer shares
- number of shares of particular classes and rights attached to them (if shares of different classes are to be introduced)
- surnames and names of the (company) founders
- the number of members of the management board and the number of members of the Supervisory Board or at least the minimum or maximum number of such members, and the entity authorised to determine the composition of the management or supervisory board
- a letter of announcement, if the company intends to make announcements also outside the Court and Economic Monitor.
The statutes should also contain provisions on:
- number and types of participation units in the profit or in the division of the company's assets
- any obligations attached to the shares to provide services to the company in addition to the obligation to pay for the shares
- conditions and method of redemption of shares
- personal rights granted to shareholders
- restrictions on the transferability of shares
- at least the approximate amount of all the costs incurred or to be borne by the company in connection with its formation.
For establishing this, it is necessary:
- adoption of the statutes
- cutting of all shares in the company by shareholders
- payment of shareholders' contributions
- appointment of the management board
- establishment of the supervisory board.
A joint-stock company is registered in the National Court Register.
- register joint-stock company in the National Court Register
In addition, the tax office receives an NIP-8 form with so-called supplementary data.
NIP and REGON
NIP and REGON numbers are assigned "automatically" when the company is registered in the National Court Register.
Distribution of profits
Shareholders have the right to a share in the profit shown in the financial statements (audited) intended for payment by the general meeting. The profit is distributed in relation to the number of shares.
They may be registered or bearer shares. A company should maintain a share register, which should be kept by the management board. It includes entries for registered shares and for provisional certificates. Preference shares may be established.
Corporate income tax (19% or 9% in the case of small companies - gross sales up to EUR 1.2 million - or start-up companies) is paid by the joint-stock company itself on the income earned in a given tax year. In addition, the company's shareholders pay tax (19%) on dividends and other income from participation in corporate profits (e.g. income from redemption of shares).
A joint-stock company is a VAT payer.
Full accounting, publication of annual financial reports and auditing are required.
Obligations towards ZUS
When a company is registered, it will automatically be registered with the Social Insurance Institution as a payer. There is no need to additionally report the company to the Social Insurance Institution.