Amendment of the company agreement

An amendment to the company agreement requires a resolution of the shareholders and an entry in the register. A reduction of share capital carried out under the procedure provided by law requires a resolution of the management board and an entry in the register. Resolutions concerning amendments must be recorded in a notarial deed. An agreement concluded using a template may also be amended by means of a template resolution available in the electronic system, and such a resolution is equivalent to a notarial resolution.

Notification of amendments to the register

Amendments to the company agreement are filed with the registry court by the management board. When entering the amendment, the company must also update any data disclosed in the register, if such data is subject to entry. The registration of amendments follows the rules concerning minor defects, formal deficiencies and the consequences of failing to register the company within the statutory deadline.

Increase of share capital

An increase of share capital requires an amendment to the company agreement unless the agreement already specifies the maximum amount of the increase and the deadline for carrying it out. The increase may be made by raising the nominal value of existing shares or by issuing new shares. If the increase is based on existing provisions of the agreement, shareholders’ declarations of taking up shares must be made in writing. An offer to take up new shares may not be addressed to an unspecified recipient or promoted through advertising.

Pre‑emptive right

Existing shareholders have a pre‑emptive right to take up new shares unless the agreement provides otherwise. This right must be exercised within one month from the date of the notice. Declarations on taking up shares require the form of a notarial deed. A new shareholder must submit a notarial declaration on joining the company and taking up shares. In companies formed using a template, declarations are submitted electronically.

Increase of capital from company funds

Share capital may be increased from the company’s own funds, in particular from reserve or supplementary capital. New shares are allocated to shareholders proportionally to their existing shares and do not require subscription. This rule does not apply to the company’s own shares. When increasing capital, the rules on nominal value, full payment and non‑cash contributions apply accordingly.

Application for capital increase

The management board files the increase of share capital with the registry court. The application must include the resolution on the increase, declarations on taking up shares and a statement from the management board confirming that contributions have been fully paid. In the case of an increase from company funds, declarations on taking up shares are not required. The increase becomes effective upon entry in the register.

Reduction of share capital

A resolution on the reduction of share capital must specify the amount of the reduction and the method by which it will be carried out. The rules on minimum share capital and shares apply accordingly. A reduction requires a convocation procedure unless the capital is simultaneously increased to at least its original amount and no payments are returned to shareholders.

Convocation procedure

The management board announces the reduction of capital and calls on creditors to file objections within three months. Creditors who object must be satisfied or secured. Creditors who do not object are deemed to consent to the reduction. The procedure does not apply if the reduction is accompanied by a simultaneous increase of capital.

Application for capital reduction

The management board files the reduction of capital with the registry court. The application must include the resolution on the reduction, evidence of proper notification of creditors and a statement from the management board confirming that creditors who objected have been satisfied or secured. In specific cases, instead of a resolution, the management board submits a notarial statement confirming that all statutory and contractual conditions for the reduction have been met.

Polish commercial companies   Partnerships in Poland   Polish capital companies   Group of companies   General partnership in Poland
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Shareholders on a limited liability company in Poland   Management board of the llc company   Amendment of the company agreement
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Shares of simple joint-stock company   Establishing a joint-stock company   Rights and obligations shareholders of a joint-stock company
Management board of a joint-stock company   Supervisory board of a joint-stock company   General meeting in a joint‑stock company