Organ zarządzający w prostej spółce akcyjnej

Abstract

The simple joint stock company (prosta spółka akcyjna; “P.S.A.”), introduced into the Polish Commercial Companies Code in 2019, represents a new corporate form allowing a choice between a dualistic model and a monistic model. The board of directors, previously unknown in Polish law, raises questions about whether its introduction reflects a genuine shift or merely replicates existing solutions. This dissertation examines whether the monistic model in the P.S.A. is substantive or illusory. The analysis explores whether the governing body’s legal framework is based on Polish limited liability company (spółka z ograniczoną odpowiedzialnością) rules or on foreign legislation, particularly from common law jurisdictions. The first chapter traces the historical evolution of monistic and dualistic systems, identifying their origins, advantages, and disadvantages, and assessing the legitimacy of foreign influence on Polish law. The second chapter evaluates foreign legislation to determine the extent of inspiration in shaping the Polish monistic model. Chapter three analyses the Societas Europaea as the first example of a monistic corporate body in Polish law, highlighting regulatory differences with the P.S.A. Chapter four addresses the structure of bodies in both models, including the novel roles of executive and non-executive directors. Chapters five and six consider interpretative methods and analogies to Polish limited liability company rules, noting both the benefits and drawbacks of duplication. The final chapter reviews liability of P.S.A. directors, covering internal and external responsibility, the business judgement rule, and parallels to existing provisions. The dissertation concludes with answers to the central research questions and final observations.