One board for a Polish startup: the P.S.A. explained
An investor preparing due diligence on a Polish startup asks for three documents: the articles of association, the shareholder register and the board resolutions of the last twelve months. The third request often meets silence, because decisions were made in a messaging app. Poland’s simple joint-stock company, the prosta spółka akcyjna or P.S.A., lets a technology company fit management and oversight into a single board of directors, provided the articles and the board rules are written to leave a decision trail.
A one-tier option in a two-tier tradition
Polish companies traditionally separate a management board from a supervisory board. The P.S.A., part of the Commercial Companies Code since 1 July 2021 (Articles 300(1) to 300(134)), added a monistic alternative: one board of directors, called rada dyrektorów, which manages the company, represents it and supervises the conduct of its affairs.
The division of labour runs inside the body. Executive directors handle daily business: product, sales, hiring. Non-executive directors exercise ongoing oversight and stay out of operations; the code also permits an executive committee for running the enterprise. For a fund used to Anglo-Saxon boards this is familiar ground: founder and CTO as executives, an investor representative and an independent expert as non-executives, one board, one set of minutes.
The rest of the P.S.A. toolkit serves the same purpose: no-par-value shares, shares issued for work or services (founders, advisers), and a shareholder register kept outside the court register (KRS). Cap table and decision record sit close together.
What to write down so decisions leave a trail
In the articles: a catalogue of matters reserved for the full board with monetary thresholds (borrowing above a set amount, share issues, the ESOP, related-party transactions), the required majorities, and non-executive consent for any contract between the company and a founder.
In the board rules: a meeting calendar, an information pack circulated before each meeting, a minute standard covering the decision, its basis, the options and the votes against, procedures for written and remote voting, and a resolution register with continuous numbering. At due diligence the investor’s counsel will skip the question whether the board “worked properly” and ask for the binder instead: resolutions on share issues, consents for related-party deals, and proof that non-executives received information and did more than appear in the register.
P.S.A. or the Polish limited liability company
The P.S.A. with a board of directors wins when an investor wants real oversight without a separate supervisory board, when founders contribute work instead of cash, and when the ESOP and future rounds need flexible shares. The sp. z o.o., Poland’s limited liability company, defends itself with simplicity and recognition: banks and counterparties have known it for decades, and in a single-founder company without investors a board of directors has nobody to balance. P.S.A. shares cannot be admitted to organised trading; a stock exchange listing requires conversion into a classic joint-stock company first. The choice is reversible, and the move costs money, so run the numbers before registration.
What we recommend now
Two weeks of work puts the structure in order before you face a fund.
- Read the articles for reserved matters. If the catalogue is missing or vague, add monetary thresholds and majorities.
- Adopt board rules with a minute standard and a resolution register. Collect scattered resolutions and number them.
- Record in writing the split between executive and non-executive directors, plus the information pack non-executives receive before each meeting.
- Reconcile the shareholder register with the cap table from the last round. Explain discrepancies before the investor’s counsel finds them.
- Assemble the due diligence binder: articles, board rules, resolutions, minutes. If it takes more than a day, you know where to start.
Sources: Polish Commercial Companies Code (ISAP)