Subject and Keywords:
This paper is dedicated to the issue of the notion of the public company in Polish corporate law. This term, contrary to foreign legal systems, is detached from the fact of whether a given company’s shares are listed on the stock exchange, as it is based solely on the technical aspect of whether shares are issued in dematerialized form. This approach should be deemed inappropriate. First of all, it blurs the distinction between a public company and a private company as it does not at all address in substance the nature of listed companies. Secondly, it introduces into the legal system an obsolete category of public companies which are not equivalent to listed companies. Thirdly, the legislator wrongly adopts the private joint-stock company as the model joint-stock company in the Code of Commercial Companies the “CCC” instead of its variant listed on the stock exchange. Consequently, a company which in practice has more in common with a limited liability company than with a listed company has been adopted as a model of a pure capital company. Due to these reasons it is the author’s proposition to redefine the public and private company within the CCC and the capital markets regulation. This paper describes and positively assesses recent legislative proposals concerning the redefinition of the public company through linking its nature with the fact of its shares’ admission to public trading.