Aug 18, 2016

Why “simple” is so hard?

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A few thoughts after pre-consultation in the Polish Ministry of Development on the concept of the simple joint-stock company. 

On the 10th of August I participated as a speaker at the pre-consultation regarding the simple joint-stock company (Prosta Spółka Akcyjna; the “PSA”) - a new legal entity dedicated especially for startups (but also ready for more traditional businesses). In short: why only now and why do we still have to wait so long? 

Chance for speed up

The project involves a few changes that, in my opinion, may significantly speed up operations and improve life of startup founders. First-time entrepreneurs should, from the very beginning, be focused on discovering the purpose of their companies’ existence and finding a working business model for them and not waste time on learning the sophisticated legal aspects and securing risks related with setting up and running a limited liability company.

What are the ideas?

Below I list a few key concepts included in the new bill:

  • vesting - for those who want to share their interests (shares) only in case the associate completes the tasks assigned to them and doesn’t quit the company too early,

  • paying with shares as a strong motivational tool,

  • tag-along, drag-along - for those who want to sort out any problems with exit from an investment

  • efficient share trading similar to security trading,

  • easy opening and closing of an enterprise - based on market validation,

  • a low of nil share capital (how much more startups would thrive if graduates/students wouldn’t hit the 5k pln for starting capital and another few thousand for lawyer/notary expenses),

  • crowdfunding finance and many more.


I have to admit, there are a few strange ideas - such as non-transferable shares - but I hope such things will be refined in due course.

If this solution proves to be as attractive as it looks right now, my prediction is limited joint ventures will soon be history - I’d like to change Binar::Apps into something similar :)