Corporate Confusion

25Mar10

by Kret

Sosnowiec Power Station 500 rouble share certificate from 1917

(Click on the image to buy a copy of the original from Galeria Numistoria.)

Is it a plane? Is it a bird? No, it is an Unknown Corporate Entity! It is the bane of translators. A name such as Zakład Produkcyjny Usługowy Bagno  S.A. sends cold shivers down the spines of translators, or at least for those that are aware of the danger – the dilemma of whether Bagno S.A. is a Public Limited Company or is it a Joint Stock Company?

When translating the names of businesses, be they the personal business registrations of self-employed persons or whether they are partnerships, the meticulous precision of definition is amazing. Every possible type of partnership is separately defined to cover every conceivable mutation of the partner relationship. Yet when considering the incorporated entity confusion reigns unchallenged.

I seldom encounter the more esoteric types of partnership such as the spółka komandytowa – the partnership variant where one partner bears more of the risk than the other. Usually I find myself translating documents originating from either a spółka z o.o. or a spółka S.A. The two entities map onto a Private Limited Liability Company and a Public Limited Company, respectively. No problem here there, and yet all too often the initials S.A. which literally means share company, actually signify a Joint Stock Company.

What is a Joint Stock Company? It was an anachronism a century ago. When individual merchants combined their stock, that is their goods, they thus formed joint stock companies.

Firstly one must be aware that a partnership is a spółka, but there should always be an adjective that defines the type of partnership. The private limited liability company – spółka z o.o. gives rise to no confusion. Spółka S.A. however causes endless consternation. Only a few days ago I was confronted with the assignment of translating detailed legal and financial information included in application for funding, for an S.A.

There was no alternative other than telephone the client. I asked for the Director of Finance, his charming assistant replied that the director was away. I explained the problem and the assistant told me that she had no information as to whether the company was listed or indeed whether or not it had share capital! Does the company have shareholders? “Now there’s a question”. On being asked how the company was formed, my informant proved to be quite illuminating. “The State Treasury had a lot of bits and pieces of useless land and derelict buildings, but they knew that my employer was interested in an attractive stretch of property on the coast, so in order to have that he was obliged to take the rest”.

Instantly all was revealed, this is a State Treasury Job Lot Company.

Szczurek adds

The situation is even more complicated than Kret describes! Neither a British public limited company (plc) nor a Polish S.A. is actually obliged to make a public offering of its shares. The important thing is that both are entitled to do so. Before a British private limited company or a Polish Sp. z o.o. can issue shares to the public they must convert to a plc or S.A. Technically speaking both private limited companies and private companies are ‚joint stock companies’ though this point seems to be lost on most Polish translators.

I would usually translate PKP S.A. as ‚PKP SA’ adding, if the context required it, that the company was 100% owned by the state treasury.



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