CEO, partner, attorney, Ph.D in Law
In the course of conducting business in Poland, it is often necessary to update company information in the official register. The registered address may change, the company may plan a new line of business, the ownership structure may be altered, or a new director may be appointed – all such changes must be duly reflected in the relevant official registers.
Unlike the initial company registration in Poland, the process of registering subsequent amendments is significantly more complex. When preparing the necessary documentation, various factors must be taken into account, such as: the legal form of the entity, the method of registration (whether the documents were notarized or signed with electronic signatures), as well as the requirements set forth in the articles of association regarding the execution of certain corporate changes.
Errors made during the preparation and submission of documents to the registrar often result in delays in the registration of company amendments in Poland, and the procedure may take several months to complete.
It is important to distinguish between the process of registering changes for a sole proprietorship in Poland (JDG) and for a Polish limited liability company (Sp. z o.o.). If you operate as a sole proprietor, you will generally not face significant difficulties with updating your data in the register. All changes, just like the initial registration of a sole proprietorship in Poland, are handled through the CEIDG register. To amend any data, the entrepreneur must log in to the online CEIDG portal, complete the relevant forms, and sign the application with their electronic signature – the EPUAP profile. Updates in the CEIDG register are usually processed within 1-2 days, and the filing of such applications does not require the payment of a registration fee.
The main complexity arises in connection with registering changes for companies in Poland.
All legal entities in Poland are registered with the National Court Register (KRS). Accordingly, any key amendments concerning companies must also be recorded in this register.
If the company was incorporated electronically, changes may likewise be filed electronically. For this purpose, the shareholders must have access to the company’s profile on the S24 portal as well as active electronic signatures (EPUAP) or Qualified Electronic Signature.
On this portal, draft documents must be prepared, then signed by the shareholders and directors with their digital signatures, and subsequently submitted electronically to the registrar.
It is not uncommon, however, that after the company’s registration, its owners or directors lose access to the company’s electronic resources and to their digital keys. In such cases, effecting changes electronically becomes significantly more complicated. The company may then need to engage consultants who had previously assisted with the incorporation, or attempt to restore access independently.
If it is not possible to restore access to the company’s electronic profile, or if the company was originally registered in the traditional “paper” form, subsequent changes must be effected by preparing paper documents.
However, even such paper documents must ultimately be submitted to the registrar electronically via the dedicated online platform – the Court Registers Portal (PRS). To do this, the documents are scanned and uploaded to the portal using the electronic signature of the company’s director or an authorized representative (legal advisor or attorney-at-law).
Both electronic documents submitted via the S24 portal and paper documents submitted through the PRS portal are reviewed by the same court registrar (KRS), who then records the relevant amendments.
Please notice: Changes to beneficial owners must also be reported to the Central Register of Beneficial Owners (CRBR) within 7 days.
Registration Amendments for a Company in Poland May Be Generally Divided into Three Groups:
1. Amendments Concerning the Provisions of the Articles of Association
The incorporation of a company in Poland begins with the execution by the future shareholders of the articles of association, which set forth the company’s fundamental parameters. Accordingly, if the proposed amendments relate to these parameters, the shareholders will be required to amend the articles of association themselves.
Such amendments include:
Decisions regarding amendments to the articles of association are adopted by the shareholders at a general meeting. As a general rule, such decisions require a two-thirds majority vote, unless otherwise provided in the articles of association.
The law stipulates that the general meeting of a Polish limited liability company must be duly convened: all shareholders must be properly notified at least 21 days prior to the scheduled date of the meeting. Notice is usually given in writing. Proof of notification is considered to be either the shareholder’s acknowledgment of receipt or evidence of the relevant postal delivery. The company’s articles of association may provide for a different method of convening meetings, although in practice this is rare.
The general meeting is convened by the company’s director – the President of the Management Board (Prezes zarządu).
If all shareholders of the company (100% of the shareholding) intend to participate in the general meeting, the formal procedure of convening the meeting is not required.
An important aspect concerns the manner of formalizing amendments to the articles of association.
However, it should be noted that electronic resolutions can only be adopted if 100% of shareholders are able to sign them.
If not all shareholders are present, or if access to the S24 account has been lost, or if digital signatures are not available, the amendments to the articles of association must be executed before a Polish notary.
2. Amendments to the Ownership Structure (Shareholders) of a Company in Poland
The composition of a company’s shareholders in Poland does not necessarily remain static. It is common practice for one shareholder to be replaced by another.
Often, however, the need arises not to change the shareholders themselves, but rather to adjust the proportion of shareholding among them.
In both scenarios, such amendments are usually implemented through the conclusion of share transfer agreements.
These agreements may be executed:
If company shares are being transferred to another legal entity (corporate entity), the share purchase agreement must, in most cases, be executed before a notary.
It should also be noted that the articles of association may contain additional conditions governing the transfer of shares by a shareholder. The two most common are:
In both cases, additional documentation must be prepared and submitted to the registrar.
3. Amendments to Other Company Data in the Register
This category covers changes not included in the previous two groups, namely:
3.1. Change of the Company’s Management Board (Directors) in Poland
The management board is appointed and dismissed by resolution of the general meeting of shareholders (owners) of the company. These changes may traditionally be made either electronically (via the S24 portal) or in paper form. A notarial deed is not required in this case. The resolution is adopted by a simple majority of those present at the general meeting.
3.2. Appointment and Revocation of a Prokurent
A prokurent is a company representative who has almost full powers of representation of the company. The appointment of a prokurent in a Polish company is not mandatory, but it may sometimes help the owners to organize the company’s operations.
Important: the appointment of a prokurent can be made electronically when the company is registered via the S24 portal, but revocation or the appointment of an additional prokurent may only be effected by way of a paper-based resolution.
The power to appoint and revoke a prokurent rests with the company’s management board.
3.3. Suspension and Resumption of Business Activities
Polish law allows a company to suspend its business activities if necessary. Such suspension may be effected by resolution of the management board for a period not exceeding 24 months. At any time, the management board may also adopt a resolution to resume business activities. Both the suspension and resumption of activities must be recorded in the National Court Register (KRS). The management board must therefore duly prepare and submit the relevant documents to the registrar.
Important: documents concerning suspension or resumption of business activities must be prepared in paper form.
3.4. Filing of Annual Financial Statements
The director of a company in Poland is obliged to file the company’s annual financial statements with the National Court Register (KRS). Failure to comply with this obligation may result in the registrar imposing fines on the members of the company’s management board.
Annual financial statements are filed electronically via the eKRS Financial Documents Repository (RDF), signed with a qualified e‑signature or ePUAP by the director/board member.
3.5. Registration of Changes in Personal Data of Shareholders and Directors
In the event of a change in the name or surname of a shareholder or director of a Polish company, the corresponding information must also be updated in the company register. In such cases, the documents must be prepared in paper form and submitted electronically to the registrar via the PRS portal. Similarly, if necessary, the PESEL number of shareholders or directors must also be registered with the KRS.
The process of registering corporate amendments in Poland is, as we can see, far from simple. Each situation requires a separate set of documents, properly prepared and submitted to the registrar in the correct manner.
If you need to carry out corporate changes in your Polish company – contact us! Our specialists will assist you in properly preparing, formalizing, and filing the necessary documents with the registrar.
4. Fees for KRS Filings (Court Fee and MSiG Publication)
– Changes filed via PRS (Court Registers Portal): PLN 250 (court fee) + PLN 100 (publication in the Court and Commercial Gazette – MSiG), total PLN 350.
– Changes filed via S24: PLN 200 (court fee) + PLN 100 (MSiG publication), total PLN 300.
Fees are paid electronically when submitting the application; the PRS interface shows the current amounts and payment options at the time of filing. Amounts may change, so please verify them in PRS at submission.
If you are interested in registration amendments for company in Poland – contact us!
+48 728 386 766!
Mykhailo Romaniuk,
CEO of the Law Firm “Romaniuk & Partners”,
attorney, Ph.D in Law
Author Mykhailo Romaniuk
06 October, 2025
