Status spółki akcyjnej przed rejestracją

Abstract

The issue of legal personality may be considered on many levels. What is of significant importance in terms of business activity is determining the point of time since which the established subject has been able to engage in trading. A specific example in this regard is illustrated by the formation of a joint stock company in accordance with the provisions of the Commercial Companies Code. The formation of a joint stock company is a complex process which involves different steps preceding the acquisition of legal personality by a joint stock company. Owing to the decision of the legislature, at the stage of forming a joint stock company we are dealing with two distinct phases. The first phase is the foundation period, in which the company does not have legal capacity. The second phase is the period of building up the organisation of the company, when the company already has legal capacity and may perform legal actions on its own behalf. As soon as the joint stock company has been signed into the Register of Entrepreneurs in the State Register Court, it becomes a legal person. The question is whether the moment of the acquisition of legal capacity by a joint stock company was adequately determined by the legislature. It should be also considered how the created joint stock company should be treated in the period in which it still does not have legal capacity. Interpretative doubts arising in connection with the legal nature of a joint‑stock company in the different phases of its establishing prior to the registration, prompted to begin deliberations regarding the status of a joint‑stock company prior to the registration.