Strengthening the development of start-ups in Poland, increasing their competitiveness and inhibiting the "export" of Polish ideas abroad – these are the objectives of the Act introducing the Simple Equity Company (PSA).
The draft new Code of Commercial Companies, which establishes a new type of company, was adopted today by the Council of Ministers.
Thanks to the solutions prepared by MPiT together with a team of experts, Polish innovative entrepreneurs will be able to establish the company more easily than at present and acquire the capital needed to develop their business. This bill is the last solution of the package 100 changes for companies. We want her to become mandatory.
In the first quarter 2020
Minister Jadwiga Emilewicz emphasizes: "A simple joint stock company is a modern tool for an innovative economy. This solution especially for start-ups founders who will need external funding".
"The potential of our start-ups is enormous, we want to help them expand their wings, facilitate the operation and acquisition of capital. This will be served by the Simple Stock Company. This is another solution, prepared by the government, which is intended to strengthen the development of startups and contribute to the innovation of our economy. The R & D relief has already worked in this role. To serve these purposes also has IP box, i.e. 5% R & D revenue tax and tax exemption for alternative investment companies that entered into force 1 January. Together with the PSA Act, as well as the Start in Poland programme, these solutions will result in a comprehensive package that will make our country even more attractive to investors and start-ups. It is worth noting that according to CeoWorld Poland is already second the best place in the world to invest and do business, and seventh the most friendly starting country in 2019" – points to the head of MPiT.
"A simple joint-stock company responds to the demands of start-up environments, which indicated a number of problems limiting their development, including difficulties in starting business, raising capital or winding up the company in case of failure. Today, persons starting in the form of a capital company have the choice of a limited liability company or a public limited liability company. However, they do not respond to the needs of startups. Strength 71% Startup founders choose sp. z o.o. They don't do it because it's the right form for them. It is rather a consequence of the fact that the alternative, i.e. the joint stock company, is too expensive and complicated to operate. Hence the need for a completely new, flexible legal form to facilitate the development of innovative projects. PSA joins in one in the form of beneficial elements of the Polish limited liability company. and the public company" - explained Deputy Minister Mariusz Haladyj.
"The Commercial Companies Code reflects the structure of capital companies dating back to the 19th century. For the business dynamics of startups, this meant a number of difficulties, which made it extremely difficult to raise a foreign investor or raise funds through equity crowdfunding. The model of the company z o.o. proved insufficient for these purposes, and the model of the joint stock company was far too expensive. We believe that a simple joint stock company will improve a number of processes, not only by combining positive features of existing structures, but also by introducing new breakthrough solutions such as the possibility of trading shares of the company using distributed registers. A simple joint-stock company is a legal form supported by start-ups, and we believe that entrepreneurs know what they need from regulations in practice to be able to conduct and develop their business activities" - noted Julia Krysztofiak-Szopa, President of Startup Poland.
What is distinguished by Simple Stock Company
A simple public limited company is to combine the characteristics of the company with the company (relatively simple and not costly establishment, operation and liquidation of the company) with the advantages of the public limited company.
The main features of a simple public limited company (PSA) are:
- - no entry barriers (1 PLN capital at start-up),
- - quick electronic recording (in 24 hours by means of a form, in addition to the possibility of registration by the "traditional" method,
- - simplification and electronicisation of procedures in the company (including the possibility of adopting resolutions by e-mail or during videoconferencing),
- - great freedom and flexibility in determining the types of shares and the operating rules of the company; the maximum human capital used (including works and services shares),
- - easier ownership of the company's resources – the lack of "freezing" share capital, but also the obligation to ensure the solvency of the company and other measures that protect its creditors,
- - simplified electronic register of shareholders, kept e.g. by an investment firm or notary – we allow the use of blockchain to keep this register, opening up to the latest technologies,
- the lack of the status of a public company and the related restrictive obligations – the shares of PSA will not be listed on the stock exchange; at the same time, it will be possible to convert PSA into a public limited company in order to enter the stock exchange,
- uncomplicated and flexible structure of bodies (no mandatory supervisory board and the possibility to appoint a board of directors),
- The simplified liquidation of PSA has been shortened, in relation to other companies, the time needed to carry out the liquidation, and in addition it will be possible to terminate the company without liquidation by taking over its assets and liabilities by the shareholder.
PSA as a response to the demands of startup environments
The proposal of a simple joint stock company is the result of many months of discussions and consultations with the community of practitioners and experts. The startup environment was the initiator of analyses and discussions that had already begun In 2016 September White Paper on Innovation 2016 confirmed that support for innovation should include changes in the institutional legal environment, company law.
The analysis of MPiT shows that currently available forms of business activity, such as the limited liability company or public limited liability company do not fully respond to the needs of start-ups.
This is confirmed by research by the Polish Agency for the Development of Enterprise, in which 73% respondents pointed out the need for a new legal formula for innovative companies – a new capital company. This modern type of company is intended to facilitate in particular the development of start-ups.
However, we want it to be available to any company for which a traditional organisational framework, based still on the Commercial Code with 1934, too rigid and complicated.
According to the Startup Poland Foundation In 2016 operating in Poland around 2,700 entities for which the processing of information and derived technologies were a key element of their activities. However, the actual number of start-ups is much higher.
Startup potential In 2023 This, according to Deloitte's forecasts, 2,200,000,000 PLN value added, above 50,000 jobs and 757,000,000 PLN income for households. Among other things, thanks to the proposed law, Poland joins the European trend of creating legal forms for start-ups.
An example may be valid from 1 January 2017 Slovak regulation a simple company for shares) or SAS, very popular in France. The PSA will therefore allow us not only to stop domestic start-ups in Poland, but also to compete regularly with other countries.
Source: Polish Press Agency