Rada dyrektorów w prostej spółce akcyjnej – wybrane zagadnienia de lege lata
Board of Directors in a simple joint-stock company – selected issues de lege lata

Summary/Abstract: The aim of the article is to describe a relatively new and uncommon alternative of running a simple joint-stock company in a monistic form, characterized by the creation of a board of directors in favor of the absence of a management board and a supervi-sory board in a capital company. A simple joint-stock company was an unknown legal form in Poland until 2021. In the market, where the legislator had previously imposed a certain model of running a company, not necessarily attractive to start-ups, young entrepreneurs or foreign investors, the board of directors, its committees, the divi-sion into executive and non-executive directors seem to be an attractive variation and a kind of nod to the above-mentioned entities, perhaps interested in other solutions. At present, the Board of Directors itself and its legislative effects are insufficiently descri-bed. The article is based on most of the current sources available in Poland about the simple joint-stock company and selected foreign publications, which refer to the func-tioning of this business model already on the well-established international stage. The advantages and benefits of the amendment introducing a simple joint-stock company to the Commercial Companies Code were presented, but also potential disadvantages and risks regarding the independence of company bodies. A monistic and dualistic model has been described, with similarities that can be observed, among others, in the United States. Comments were also made on the underestimated committees of the Board of Directors, their way of functioning and the divergence of opinions in the doctrine of the subject.

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