Central Theme
The video argues that the “Prosta Spółka Akcyjna” (PSA), or Simple Joint-Stock Company, introduced in Poland in July 2021, is an underappreciated yet highly advantageous business structure. It presents nine key reasons why entrepreneurs, especially those in startups or looking for an alternative to a sole proprietorship, should choose a PSA over the more traditional “Spółka z o.o.” (LLC).
Key Arguments & Findings (9 Reasons to Choose a PSA):
- 1. Social Security (ZUS) Exemption: A sole shareholder in a PSA is not required to pay ZUS social security contributions, unlike in a single-member LLC. This exemption only ceases if the shareholder’s contribution is in the form of labor or services.
- 2. Minimal and Flexible Share Capital: A PSA can be established with a minimum share capital of just 1 PLN, compared to 5,000 PLN for an LLC. The capital is also detached from the number of shares, allowing for easy changes in capitalization without amending the company’s articles of association.
- 3. Simplified Share Trading: Shares can be transferred using a simple “documentary form” like an email. This removes the need for costly and time-consuming notary-certified signatures required for LLC share sales, making it ideal for startups with international investors.
- 4. Enhanced Share Privileges: The PSA offers far greater flexibility in creating privileged shares (e.g., regarding voting rights or dividends). A key innovation is “founder’s shares,” which help founders retain control even after multiple rounds of investment.
- 5. Greater Shareholder Anonymity: In the public company register (KRS), only a shareholder who owns 100% of the shares is disclosed. If there are multiple shareholders, none are listed, providing a degree of privacy (though they are still visible in the Central Register of Beneficial Owners if they exceed a 25% stake).
- 6. Modern Governance (Board of Directors): The PSA allows for a monistic governance model with a “Board of Directors” that combines the functions of a management and supervisory board, simplifying the corporate structure.
- 7. Simplified Liquidation Process: A PSA can be dissolved through a simplified procedure where a single shareholder takes over all assets and liabilities. This is significantly faster (2-4 months) than the standard, lengthy liquidation process (~1 year) required for an LLC.
- 8. No Civil Law Transaction Tax (PCC): Contributions to the PSA’s capital are not subject to the 0.5% PCC tax that applies to an LLC when it’s formed or its capital is increased, offering significant savings.
- 9. No Automatic Auditor Requirement: Unlike a standard joint-stock company, a PSA is not automatically required to have its financial statements audited. An audit is only mandatory if it meets certain large-scale criteria, similar to an LLC.
Conclusion
The PSA is presented as a powerful, flexible, and modern legal form that is currently undervalued in Poland. Its key benefits—no ZUS for sole founders, minimal capital, tax savings, and simplified procedures—make it a superior choice for many businesses, especially startups, tech companies, and those planning to raise capital. While it has minor drawbacks, such as being less familiar, its advantages often outweigh those of the traditional LLC.
Mentoring Question
Considering the flexibility in capital, governance, and share transfers offered by the PSA, which of its features could most significantly benefit your current or future business venture, and what potential challenges do you foresee in adopting this structure?
Source: https://youtube.com/watch?v=NMd9JAB1tzU&si=LxOSj-PLcB5iErw3