On 16 June 2016, Mateusz Morawiecki, Poland's Deputy Prime
Minister and Minister of Development, announced a new initiative
– "Start in Poland" – the new government
programme for the development and support of start-up companies.
The intention of the government is to introduce CEE's biggest
incentives package for entrepreneurs, engineers, IT developers and
designers, specialised in new high technologies, and who are able
to compete in international technology markets.
From an economic perspective, the programme is intended to
provide a total amount of 3bln zlotys (zł), approximately 680m
Euros financing for start-up companies. The financing will be
available in all phases of start-ups - from "incubation"
(on a pre-seed and seed stage), "acceleration" through to
further development. The Ministry intends to involve state-owned
companies as prospective customers of services and products
provided by start-up companies in the programme. The target of the
programme is to develop 1500 start-up companies within the next
seven years. What is important is that the programme will be
available to both Polish and foreign entrepreneurs, in particular
for those of CEE origin, and it will be handled by the Polish
Development Fund (http://www.pfr.pl) and the Polish Agency for
Enterprise Development (http://www.parp.gov.pl/).
From a legal perspective, the programme envisages the
introduction of the new simplified joint stock company
("SJSC") in order to enable development
and investments in start-ups. The concept of the SJSC is based on
the French société par actions
("SAS"). The new SJSC is supposed to
combine the advantages of a limited liability company and a joint
stock company. The following principles are envisaged for the
online incorporation and registration
via the online registry court, within 24 hours (online procedures
are already available for incorporation and registration of
partnerships and limited liability companies, with articles of
association based on statutory templates);
a minimum share capital of 1 zł
– the concept of 1 zł companies has been criticised in
Polish legal doctrine, but 100.000 zł is the minimum share
capital for a joint stock company, unachievable for small start-up
a simplified know-how contribution
procedure based on less stringent requirements as to the valuation
of contributed know-how;
simplified dematerialisation of
shares without the necessity to apply provisions governing listed
different types of shares and classes
of shares with different privileges and rights for different
shareholders (currently different types of shares and classes of
shares can be established in joint stock companies, but not in
limited liability companies);
more detailed regulation of
investment agreements on a statutory level (currently, due to the
lack of detailed statutory provisions, investment agreements are
governed by the principle of freedom of contract);
flexibility in respect of composition
and powers of corporate bodies, and replacement of a mandatory
supervisory board with an administrative body composed of managers
and independent supervisors;
a simplified voluntary winding-up
procedure in the event of failure.
No further details or deadlines regarding legislative works have
been announced so far. The Ministry has only indicated that the
introduction of the SJSC is subject to further discussion and
consultation with experts and representatives of entrepreneurs. It
remains to be seen how this idea will be received by the market and
how much time it will take to introduce it in practice.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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