Joint-stock company

1. Joint-stock company

2. 1.What is a Joint Stock Company? • Legal entity • Separate legal personality from Shareholders • Public or Private • Popular form of foreign Investment • Name holds Spółka akcyjna

3. 2.Requirements & Restrictions • 100.000 PLN in form of Money or Property from at least one Shareholder • Representation by Board of Directors • Signing of Statute as notarial act by founding shareholders • Superior authority through annual General Shareholders Meeting • Restricted purchase of real property in non-EU capital > 50%

4. 3.Legal Steps • Registration for a KRS number • Registration for a Tax identification number (NIP) • Receiving Statistical number (REGON) • Registration at the Social Security Agency

5. 4.General Shareholders Meeting • Held annually • Decision on Statute changes • Voting for Board of Directors • Use of Profits • Relief of Board Members

6. 5.Taxation • Corporate Income Tac (CIT) 19% • Dividends with 19% or according to the DTT respectively • Parent Companies(EU) are exempt from Dividend tax in it owns more than 15% of shares continuously

7. 6.Liabilities • Shareholders are only liable in the size of the contributed Stock • Shareholders are complete liable until Company is registered • Losses are not allowed to overcome equity

8. 7.Statute • Company name and address of registered Office • Core business Objective • Duration of company (voluntary) • Amount of Starting Capital • Nominal Value of Shares (min. 1 grosz) • Define type of Shares

9. http://www.dudkowiak.com/company-incorporation-in-poland/polish-joint-stock-company.htmlhttp://prawo.legeo.pl/prawo/kodeks-spolek-handlowych-z-dnia-15-wrzesnia-2000-r/tytul-iii_dzial-ii_spolka-akcyjna/?on=29.09.2016http://www.dudkowiak.com/company-incorporation-in-poland/polish-joint-stock-company.htmlhttp://prawo.legeo.pl/prawo/kodeks-spolek-handlowych-z-dnia-15-wrzesnia-2000-r/tytul-iii_dzial-ii_spolka-akcyjna/?on=29.09.2016 • Register founding Shareholders • Size of Superior Authority • Size of Board of Directors

10. Polish Law recognizes two types of capital companies: Limited Liability Companies Joint-Stock Companies

11. Legal Personality

12. The existence of a corporation requires a special legal framework and body of law that specifically grants the corporation legal personality, and typically views a corporation as a legal person which shields its owners (shareholders) from "corporate" losses or liabilities; losses are limited to the number of shares owned.

13. Company’s Founders

14. A joint-stock company may not be formed solely by a single-shareholder limited liability company. However, a single-shareholder limited liability company may become a sole shareholder by acquisition of all of the shares in the joint-stock company.

15. Capitalization and Financing

16. Joint-stock company has its own assets, which consists of property contributed to or acquired by the company during its existence. Contributions made by each shareholder and their value are determined by the notarial deeds on founding the company or by the subscription for shares.

17. Management Board

18. The management board manages the affairs of the company and represents the company in court and out-of-court actions. If the company articles does not provide otherwise, members of the management board are appointed and removed by the supervisory board. The general meeting may revoke or suspend a member of the management board

19. Supervisory Board

20. Appointment of a supervisory board is compulsory. If the company articles does not provide otherwise, members of the supervisory board are appointed and removed by the general meeting.

21. General Meeting

22. The general meeting is summoned by the management board. As a rule, each share carries one vote at the general meeting. If the company articles or the code of commercial partnerships and companies does not provide otherwise, resolutions are adopted with an absolute majority of votes.

23. Important Terms to Know Unlimited Company Civil Liability Insurance

24. 1.) http://www.paiz.gov.pl/polish_law/forms_of_doing_business/joint-stock_company1.) http://www.paiz.gov.pl/polish_law/forms_of_doing_business/joint-stock_company • 2.) http://www.corporate-law.eu/en/poland/joint-stock%20company/ • 3.) http://www.careerride.com/fa-joint-stock-company-explained.aspx

25. Legal background of Joint-stock company What is corporate law? The function of corporate law Corporate Law on Joint Stock companies Some regulations for joint stock companies  Different kind of Joint Stock companies in Europe

26. Corporate law is the study of how shareholders, directors, employees, creditors and other stakeholders interact with one another. Under corporate law, corporations of all sizes have separate legal personality, with limited or unlimited liability for its shareholders. Incorporation: possession of legal personality separate from shareholders Limited liability: the shareholders are only liable for the company's debts to the value of the money they invested in the company

27. The existence of a corporation requires a special legal framework and control Legal person protects shareholders from corporate losses or liabilities Empower corporations to own property, sign binding contracts, and pay taxes in a rational way. Authorize corporations to borrow money from public by issuing interest-bearing bonds Ensure corporations subsist indefinitely

28. “A corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation.” —Lennard’s Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705

29. Joint Stock Companies Act 1844 introduces the registration and incorporation of companies without specific legislation Joint Stock Companies Act 1856 provided for limited liability for all joint-stock companies

30. Limited liability: shareholders of a modern business corporation have "limited" liability for the corporation's debts and obligations Perpetual lifetime: The assets and structure of the corporation may continue beyond the lifetimes of its shareholders and bondholders Financial disclosure Corporate taxation

31. Italy: the public limited company(società per azioni, or S.p.A.), the private limited company (società a responsabilità limitata, or S.r.l.), and the publicly traded partnership (società in accomandita per azioni, or S.a.p.a.). German-speaking countries: Germany, Austria, Switzerland and Liechtenstein:the Aktiengesellschaft (AG), and the Gesellschaft mit beschränkter Haftung (GmbH)

32. Norway: aksjeselskap(AS), and allmennaksjeselskap (ASA). The United Kingdom: the private limited company ("Limited" or "Ltd"), the public limited company ("PLC") and the private unlimited company.

33. The characteristics of joint-stock company:

34. 1. The company‘s share capital generally is equal share; the sum is the company’s total capitalization.2. The company‘s shares are held by different people；there is no upper limit for the number of shareholders to facilitate the concentration of a large number of capitals.3. The establishment of the company has two kinds: initiated the establishment and raising the establishment, share is represented in the form of stock.

35. 4. Shareholders enjoy rights and undertake obligations by their shares.5. The company's credit is based on capital rather than shareholder personal credit, is a typical capital company.6. The company's major issues must be open to the public.7. The company's capital by the company control, ownership and right of management are separation.

36. The differences: • 1. The scale of company is different.Generally the joint-stock company is larger scale.2. Based on capital union.

37. 3. Shares transfer conditions are different.4. Extent of openness is different.5. Normalize management requirements are different.6. The establishment and dissolution of the company has strict legal procedures and complicated procedures.

38. Advantages of joint-stock company: • 1．Can quickly gather a large amount of capital can be widely gathered social idle capital formation of capital, is conducive to the growth of the company;2．Conducive to disperse the risk of investors;3．Avail to accept social supervision.

39. 4．Adapt to the needs of modern mode of production: ownership and right of management separated each other.5．Company’s shares can be freely transferred after the listing.6．Promote enterprises to improve operating management.7．Achieved capital stability and share liquidity can organic combination.

40. Disadvantages of joint-stock company:1．The mechanisms for establishing and operating are more rigorous and complex.2．The company's ability to resist risks is poor; the majority of shareholders lack a sense of responsibility.

41. 3．Large shareholders hold more equity, is not conducive to the interests of minority shareholders.4．The company's trade secrets easily exposed.5．Easy to trigger speculative behavior.6．Easy to encourage enterprises to blind expansion.

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