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 simplifiée company ("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 SJCS:
- 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 companies;
- 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 companies;
- 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.