The spółka akcyjna (S.A.), or joint-stock company, is the most advanced legal form available for commercial companies under Polish law. Often chosen for large-scale enterprises, investment firms, and companies planning to access capital markets, the spółka akcyjna provides a robust framework for operations in Poland and abroad.
Legal Framework of the Joint-Stock Company in Poland
The spółka akcyjna is governed by the Polish Commercial Companies Code (Kodeks spółek handlowych), enacted by the Act of 15 September 2000 (Journal of Laws 2000 No. 94, item 1037, as amended). Key articles applicable to S.A. companies are found in Book Two, Title III (Articles 301–490).
Additional legal instruments that may apply include:
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The Accounting Act of 29 September 1994
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The Act on Public Offerings for listed SA companies
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The Polish Civil Code and relevant tax legislation (e.g. CIT Act)
Key Features of a Joint Stock Company in Poland
A spółka akcyjna is a capital company with legal personality, suitable for businesses requiring significant capital investment or operating under regulatory supervision (such as banks, insurers, or investment firms).
1. Minimum Share Capital
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Required minimum share capital: PLN 100,000
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Minimum nominal value per share: PLN 0.01
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Contributions can be made in cash or in-kind (aport)
2. Legal Personality
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The S.A. is a separate legal entity from its shareholders
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It may acquire rights, incur obligations, sue, and be sued in its own name
3. Shareholder Liability
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Shareholders are not liable for the company’s obligations
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Their risk is limited to the value of their shares
4. Management and Supervision
The company must have a two-tier structure:
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Management Board (Zarząd): Responsible for day-to-day operations; appointed by the Supervisory Board or General Meeting
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Supervisory Board (Rada Nadzorcza): Mandatory, with at least 3 members (5 if publicly listed)
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General Meeting (Walne Zgromadzenie): Represents the collective will of the shareholders
5. Shares and Trading
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Shares can be registered or bearer shares
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Share transfer restrictions may apply under the company’s Articles
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Companies may issue various classes of shares with different voting or dividend rights
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S.A. shares can be publicly listed on the Warsaw Stock Exchange (GPW).
Registration Process in Poland
To register a joint-stock company in Poland:
- Articles of Association (Statut Spółki) must be drafted in the form of a notarial deed.
- Founding shareholders must subscribe for shares and contribute at least 25% of the share capital before registration.
- Company bodies (Management Board and Supervisory Board) must be appointed.
- The company is entered into the National Court Register (KRS) .
The process is conducted through the electronic KRS system (S24) or traditional court filing, depending on complexity.
Accounting and Tax Obligations in Poland
As a commercial company, an S.A. must:
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Maintain full accounting under the Accounting Act
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File annual financial statements approved by the General Meeting and audited by a certified auditor
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Register for corporate income tax (CIT) at 19% (or 9% under certain thresholds)
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Register for VAT if performing taxable activities
For publicly listed companies, additional obligations apply under capital markets regulations.
Advantages of the Joint Stock Company in Poland
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Ideal for large-scale projects, including IPOs and foreign investment
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High level of credibility in international and banking transactions
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Clear corporate governance model suitable for institutional shareholders
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Flexible share structure and capital raising capabilities
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Access to public capital markets and possibility to issue bonds or stock options
When to Choose a Joint Stock Company
The S.A. is particularly suitable for:
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Financial institutions (banks, insurers, funds)
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Holding companies and asset managers
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Companies planning initial public offerings (IPOs)
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Businesses seeking complex equity participation structures
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Companies under KNF supervision (such as TFIs or brokerage houses).
The spółka akcyjna (S.A.) remains the corporate form of choice for serious investors, large corporations, and regulated entities operating in Poland. With its strong governance, capital flexibility, and legal standing, it offers a solid foundation for ambitious business ventures.
For entrepreneurs, private equity sponsors, or foreign investors aiming to launch a bank, investment fund, or holding company in Poland, the S.A. is not only a legal requirement—it’s a strategic advantage. Contact your Damalion expert to register your S.A. or your z.o.o/limited liability company in Poland.
10 best restaurants to visit on your 48 hours business trip!
Warsaw
1. Concept13
Located atop Vitkac mall, Concept13 is highly recommended for business lunches, offering modern European cuisine and panoramic city views
2. Nuta
A Michelin‑listed standout in Warsaw’s Śródmieście district, Nuta serves contemporary cuisine in an elegant setting
3. Hub.praga
This Michelin‑recommended restaurant in Warsaw’s Praga district offers creative Polish cuisine with a stylish, trendy ambiance
4. Kieliszki na Próżnej
Known for modern Polish fare paired with an exceptional wine list—perfect for business dinners in central Warsaw
5. Restaurant Warszawska
A consistently high-rated venue serving Polish cuisine with refined presentation—ideal for formal business lunches or dinners
Kraków
6. Wierzynek
Historic and prestigious, Wierzynek is located on Kraków’s Main Square and renowned for traditional Polish cuisine in opulent surroundings
7. Pod Różą
Located in Kraków’s oldest hotel, Pod Różą features fine‑dining with international and Polish influences, plus an excellent wine cellar
8. L Concept13 Restaurant & Bar
A polished and inviting space at Pasaż Vitkac in Kraków’s Old Town, perfect for seasonal, quality-driven fare and business meals
9. Copernicus Restaurant
Located in the luxurious Copernicus Hotel near Wawel Castle, this fine-dining spot creatively reinterprets Polish royal cuisine
Gdańsk / Poznań
10. Arco by Paco Pérez, Gdańsk
A Michelin-starred restaurant offering Spanish-inspired fine dining in scenic Gdańsk—ideal for a standout business dinner
