Increase of the share capital in a limited liability company

 The amount of the share capital is specified in the articles of association. The share capital of a limited liability company should amount to at least 5000 PLN, and the nominal value of the share may not be lower than 50 PLN. The legal regulations don’t specify the maximum value of the share capital. While the share capital is determined when establishing a company, it can be increased to any amount as the company grows. The increase of the company's share capital may consist in increasing the nominal value of shares or in creating new shares.

 A share capital increase may be needed for various reasons. One of the advantages of increasing the share capital is increasing the company's credibility on the market, because on this basis the company's contractors can assess its solvency. The increase may also be a way of co-financing the company by the partners, because the partners must then contribute cash or other property values (contributions in kind). Another reason may be the need to repay the debt, when instead of returning the loan, a partner or creditor receives a certain number of shares in the company, it is the so-called conversion of receivables into shares. The capital increase may also be caused by the need to join the company of new partners. In this situation, the existing shareholders won’t have to sell part of their shares to the new shareholders, as they will acquire the newly created shares.

Unless the articles of association or a resolution on increasing the share capital provide otherwise, the existing partners have the pre-emptive right to take up new shares in the increased share capital in relation to their existing shares. The right of priority should be exercised within one month from the date of the summons to execute it. The management board shall send these summons to the partners simultaneously. Therefore, if it is essential that new partners join the company as soon as possible, the resolution on the increase of capital should include a provision that the existing partners don’t have the pre-emptive right to take up new shares in the increased share capital. If the resolution excludes the pre-emptive right of the existing shareholders to take up shares in the increased share capital, the consent of the shareholders concerned by this exclusion is required.

It is necessary to adopt a resolution of the shareholders' meeting to increase the company's share capital and amend the articles of association, if the contract doesn’t provide for the possibility of increasing the share capital without changing the articles of association. Amendments to the articles of association are made by a resolution of the shareholders' meeting in the form of a notarial deed. Also required are declarations in the form of a notarial deed on the acquisition of shares in the increased share capital by partners, and in the case of new partners, also a declaration of joining the company. The exception is the situation if the company was registered via the Internet in the s24 system and no changes to the contract were made in the paper version - then the share capital increase can be made without the participation of a notary public, via the Internet using the s24 platform.

In order to be effective, an increase in the share capital requires an entry into the National Court Register. Therefore, the notification must be made within 7 days of adopting the resolution. The court fee is PLN 350. If such notification is not made within 6 months from the date of adopting the resolution, the Court will refuse to register the share capital increase.

The increase of the company's share capital is also subject to tax on civil law transactions (PCC). The rate is 0.5% of the tax base, which is the value by which the share capital was increased.