I must admit that I completely do not understand the whole discussion between the supporters and opponents of P.S.A. – Simple Joint-Stock Company, a new form of a company created in the legal system as a result of amendments to the Commercial Companies Code. The enthusiasts of P.S.A. are mainly claiming that the existence of this new form of a company is necessary for easy and low-cost establishment of companies in the field of high risk new technology businesses. On the other hand, according to the opponents, P.S.A. is likely to lower the stability of business operations, and the company's capital at the level of only a few PLN shall not be a security for creditors. However, it seems that either those who are quoting the disputing parties are inaccurate, or those who are running the dispute are using inadequate arguments in the discussion.
In my opinion, in fact irrelevant is the issue of the risk of running business or the security of creditors. I do not understand what difference is between the current limited liability company (frequently used for the implementation of start-ups) and the new Simple Joint-Stock Company (P.S.A.) in the scope of easy and low-cost establishment of business. P.S.A. only theoretically may be started with a share capital of only a few PLN, because the very registration of a company requires gathering the capital at the level of a few thousand PLN. Consequently, the cost of establishing a limited liability company (z o. o.) and the new P.S.A. will in practice be approximately the same.
The possibility of having a share capital at the level of a few PLN is a fiction. So maybe the issue more concerns the risk mentioned in the dispute both by the supporters and opponents of P.S.A. relating to making business with both types of companies? However, the fact is that the rules of responsibility in a limited liability company (z o. o.) and Simple Joint-Stock Company (P.S.A.) will be practically the same. In both companies partners/ share holders are not responsible for the obligations of a company, while responsible is the company's management board (apart from some specified exceptions). So maybe the essential difference is the issue of security for creditors? But still, what will be the difference between the execution of claims against a limited liability company and P.S.A., both of which can have the share/ stock capital at the level of a few thousand PLN? None. The aim of creating P.S.A. is the simplification of running it in relation to a joint-stock company (S.A.), however the already existing limited liability company (z o. o.) is as simple to run as the planned P.S.A. So where the problem lies?
Therefore, why one should not use the current joint-stock company (S.A.) or a limited liability company (z o. o.) for establishing new businesses in the field of technology? The answer is fairly obvious – both forms of companies can be used for this purpose, however a joint-stock company requires gathering the capital at the level of at least 100,000 PLN and planning a substantial budget in connection with relatively high expenses of keeping the "S.A." company (the requirements concerning notarial deeds for many activities, full accountancy, fairly complicated rules of operation), while the "z o. o." company is indeed fairly cheap to run, however inflexible and ineffective in the scope of the possibility of obtaining capital and ownership changes (which do not guarantee anonymity). Consequently, a potential start-up owner faces the problem of choosing between establishing a joint-stock company, while he is short of funds, or a limited liability company, while it will be difficult to find an investor for its further development. I omit the possibility of establishing a partnership, which is not a typical solution in view of difficulties with obtaining capital or ownership changes, and I also omit those joint-stock companies which from the very beginning are intended to enter the stock exchange.
In view of above, why not find one combined solution for the appearing problems and create a joint-stock company, whose costs of establishing and the risk of operation would be such as those of a current limited liability company? But is it really so much needed? The answer to this question should not be given by theoreticians, but it should be produced by the needs of the market. If the representatives of new technologies require introduction of a new form of activity, which shall make their lives easier, this means that such are the requirements of investors. It is a fundamental assumption that start-ups need to be boosted by additional investments. Will the security of an investor differ if he invests into a limited liability company or a joint-stock company? As it has already been said – it will certainly not. So why should investors not put their money into a limited liability company or a joint-stock company, but make investments into a P.S.A. – simple joint-stock company? Because this is what they are telling the creators of new technologies. Because P.S.A. gives the investors the chance of investing into business, rather than the expensive corporate structures of a joint stock company. Because P.S.A. allows them to trade in shares easily. Because P.S.A. may give them the required discretion, which – as to the principle - a limited liability company does not have. And finally because P.S.A is more flexible than the company "z o. o.".
According to the statistics for the year 2018, the number of 32,000 limited liability companies were established, in comparison to establishing just a little more than 200 joint-stock companies, out of which a similar number was liquidated in the same time. Is even more convincing explanation still necessary to demonstrate that P.S.A. is required?
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