Joint-stock companies are given the freedom to choose the type of shares they issue, as specified in their bylaws. Shareholders have the ability to hold various types of shares simultaneously. This flexibility is a part of the changes introduced in the legislation governing joint-stock companies starting January 2014.
Companies have the option to issue ordinary shares or shares that carry specific privileges, including different voting powers or profit shares. However, company owners must adhere to principles of fairness and decency, which restrict their actions to some extent.
The legislation now allows for the issuance of „piece shares“ that do not have a nominal value. For instance, if a company initially issues 10 shares, each share constitutes a 10% ownership interest. Issuing another 10 shares would then adjust each share’s ownership interest to 5%.
For these types of shares, there’s no requirement for an expensive revaluation to a new nominal value.
The Corporations Act also outlines the structure of joint-stock company governance. Founders have the choice between forming a dualistic system with a board of directors and a supervisory board, or a monistic system featuring an administrative board alongside a statutory director. Unlike before, it’s now permissible for these bodies to consist of just one individual, facilitating easier management and cost savings for new businesses. Previously, a joint-stock company was required to have six elected officials, split evenly between the supervisory board and the board of directors.
A significant new requirement for joint-stock companies is to maintain an official website that lists essential information like the company’s name, address, ID number, and commercial register entry. The website must also host several documents, including notices for general meetings posted 30 days in advance. Non-compliance with this rule could result in fines up to 100,000 crowns.
This specific website requirement has not been extended to limited liability companies.
