Prosta Spółka Akcyjna, What It Is and Who It Suits in Poland

The Prosta Spółka Akcyjna (PSA), or Simple Joint-Stock Company, is the newest type of capital company in Poland, introduced into the Commercial Companies Code on 1 July 2021. It was created specifically for startups and projects where the main value is not capital but the knowledge, code, and work of the founding team. This article shows how the PSA differs from an sp. z o.o. and an S.A., how much it really costs to set one up, how taxation works, and the most common mistakes founders make.

• What a Prosta Spółka Akcyjna is
• Share capital and contributions to a PSA
• Company bodies, management board or board of directors
• How to register a PSA step by step
• How much it costs to set up a PSA
• Taxation of a Prosta Spółka Akcyjna
• PSA vs. sp. z o.o. and S.A., comparison
• Who the PSA suits
• Common mistakes when setting up a PSA
• Frequently asked questions

What a Prosta Spółka Akcyjna is

The PSA is a capital company introduced by the 2021 reform of the Commercial Companies Code (Journal of Laws 2019 item 1655, effective from 1 July 2021) as a flexible tool for the innovation economy. Unlike the traditional share capital, the PSA uses the concept of “share capital” (kapitał akcyjny) with a minimum amount of just PLN 1. The company can be set up by a single founder or with multiple shareholders, individuals or legal entities, Polish or foreign. A PSA has legal personality, is liable for its obligations with its entire assets, and shareholders generally are not personally liable for the company’s debts.

The drafters of the PSA wanted to solve a specific problem of the startup market: in an sp. z o.o. it is difficult to “reward” a founder or developer with shares for work, and every change in the ownership structure requires a notarial deed. The PSA allows the issuance of shares for work or services, a simplified change of ownership structure without a notary (if the articles of association allow it), and faster entry for a VC investor.

Share capital and contributions to a PSA

The share capital of a PSA is not divided into shares with a defined nominal value, as in an S.A. Instead, shares have no nominal value, and their number and proportions are set out in the articles of association. Contributions to the share capital can take the form of:

• cash contributions, the simplest form, just a transfer to the company’s account;
• in-kind contributions, for example equipment, copyrights, know-how, a patent;
• work or services, a unique feature of the PSA, unavailable in an sp. z o.o. or S.A. The value of such a contribution is determined in the articles of association or a resolution, and the shareholder commits to providing the work for a specified period.

Importantly, contributions in the form of work or services are not included in the share capital in the accounting sense (they are not shown as capital on the balance sheet), only in the so-called “record” share capital. It is worth stating this precisely in the articles of association, since errors here are one of the most common reasons for a registration court to reject an application.

Company bodies, management board or board of directors

The PSA is the only Polish capital company that allows a choice between two management models:

• dualistic (classic) model, the management board runs the company’s affairs, and a supervisory board (optional, not mandatory) controls it, similar to an sp. z o.o.;
• monistic model (board of directors), a single body, the board of directors, combines management and supervisory functions. It may include executive directors (managing day to day) and non-executive directors (performing a supervisory function, modeled on Anglo-Saxon solutions, the “board of directors”).

The monistic model tends to be attractive for companies seeking a foreign investor used to a “board” structure familiar from the US or UK. The choice of model must be set out in the articles of association already at the registration stage, and changing it later requires amending the articles.

How to register a PSA step by step

Registration via S24 proceeds in several steps: (1) creating an account in the S24 system and completing the articles of association template with a list of chosen options (management model, capital amount, number of shareholders); (2) signing the documents with a qualified electronic signature or a Trusted Profile by all shareholders; (3) paying the application fee online (court fee and the fee for publication in the Court and Commercial Gazette); (4) automatic formal verification of the application by the system and entry into the KRS, usually within 24 hours for a complete application.

Registration via a notary looks different: (1) preparing a draft of the articles of association adapted to non-cash contributions or non-standard clauses (for example preference shares, a right of first refusal); (2) signing the articles of association in the form of a notarial deed by all shareholders; (3) making the contributions in accordance with the articles of association (for example transferring ownership of equipment, signing an agreement to provide work as a contribution); (4) filing an application for entry into the KRS through the Court Registers Portal (PRS) together with attachments; (5) waiting for the registration court to process the application, usually from a few days to several weeks depending on the court’s workload.

For an agreement concluded on the S24 template, entry into the KRS can happen in as little as 24 hours, but only for purely cash contributions.

How much it costs to set up a PSA

It is worth noting that the PSA (like an sp. z o.o. registered through S24) is exempt from PCC tax on concluding the articles of association, which sets it apart from a traditionally registered sp. z o.o., where PCC amounts to 0.5% of the value of the share capital.

Taxation of a Prosta Spółka Akcyjna

For tax purposes, a PSA is treated like any other legal entity, meaning it is subject to CIT. The standard rate is 19%, while small taxpayers (revenue up to EUR 2 million) and taxpayers starting operations can use the 9% CIT rate. Additionally, a PSA, like an sp. z o.o., can opt for Estonian CIT (a flat-rate tax on companies’ income), meaning no tax as long as profit stays in the company and is reinvested, with tax paid only on a distributed dividend. For startups reinvesting profits into product development, this is often the most favorable tax option.

Dividend payments to shareholders are additionally subject to a 19% flat-rate income tax (the so-called Belka tax) on the individual shareholder’s side, similar to an sp. z o.o. A shareholder contributing work or services should also analyze whether the value of the shares received generates taxable income already at the moment the shares are acquired. It is advisable to obtain an individual tax ruling or consult an advisor on this point.

PSA vs. sp. z o.o. and S.A., comparison

Who the PSA suits

The PSA is especially appealing to IT startups and teams where founders want to receive a stake in the company for work or services, not just for cash contributions. Example: two developers set up a product company, one contributes PLN 5,000 upfront, the other contributes their development work, valued at PLN 50,000, in exchange for a proportional share package. In an sp. z o.o., such an arrangement would be far more difficult to implement.

It is also a convenient tool for attracting investors thanks to the simple issuance of shares with no nominal value and a simplified procedure for changing the amount of share capital, which often does not require amending the articles of association in notarial form (if the articles allow a simplified procedure, the change can be made by a board resolution within an authorized capital). It also suits Polish-foreign joint ventures, where a foreign investor wants to keep a flexible governance structure in the board of directors model familiar from other jurisdictions.

At the same time, a PSA requires full accounting (a simplified revenue and expense ledger is not available here) and a paid shareholder register (the cost depends on the chosen entity, usually a brokerage house or a notary), so for a simple microbusiness with no ambition to raise investment, it is often more sensible to choose a sole proprietorship (JDG) or an sp. z o.o.

Common mistakes when setting up a PSA

• Imprecise valuation of a work-based contribution, a lack of a clear definition of the scope, duration, and value of the work provided in the articles of association leads to disputes between shareholders within a few months of operation.
• Choosing S24 despite planned non-cash contributions, the S24 system handles cash contributions only; trying to work around this through a later amendment to the articles is usually more expensive than using a notary from the start.
• No solvency test before a payment to shareholders, in a PSA, unlike an sp. z o.o., the management board must verify each time whether a payment (for example a dividend) would endanger the company’s solvency toward creditors, under the risk of personal liability for board members.
• Underestimating the cost of maintaining full accounting, some founders treat the PSA as a “cheaper sp. z o.o.” and fail to budget for the cost of an accounting office keeping full books.
• Skipping the shareholder register, failing to maintain a shareholder register is a statutory violation and can result in liability for the management board.

Considering a PSA for your startup in Poland? We help choose the optimal company form, prepare the articles of association, and support registration through S24 or before a notary.

Frequently asked questions

See also: What Is Sp. z o.o.? Share Capital, Registration and Liability (2026), Free Company Registration in Poland, How the S24 Portal Really Works, Spółka cywilna (Civil partnership), what it is and how to register.

Sources

1. Commercial Companies Code of 15 September 2000, Art. 3001-300134 (provisions on the simple joint-stock company)
2. Biznes.gov.pl, registering a company through the S24 system
3. Corporate Income Tax Act of 15 February 1992

Legal status as of: August 28, 2026.

Author: Valerii Kushnirskyi, in-house legal practitioner at MojaFirma.

This article does not constitute legal advice. The choice of company form depends on the specific business model, investment plans, and team structure, so we recommend consulting a lawyer before registration. Sources: Gov.pl, Prosta Spółka Akcyjna; DMS Legal, PSA registration rules; Commercial Companies Code, Journal of Laws 2019 item 1655.