A share capital increase in a Polish Sp. z o.o. takes effect only when it is entered in the KRS (National Court Register), not when shareholders vote or when the money arrives. The process runs in a fixed order: a notarised shareholders' resolution, subscription and payment for the new shares, a management board statement that the capital is fully covered, and a filing with the registry court. A defect at any stage typically leads the court to delay or reject the entry.
When and why a company increases its share capital
An increase is a voluntary decision, not a routine compliance step. The statutory minimum share capital of a Sp. z o.o. is PLN 5,000 under the Commercial Companies Code, and many companies operate for years without changing it. Typical reasons for raising capital include:
- funding growth or a specific investment;
- converting shareholder loans into equity;
- meeting a bank, licensing or tender requirement for a higher capital base;
- admitting a new investor.
There are two basic methods. Capital can be raised by new contributions, where shareholders or third parties pay in cash or assets. Alternatively, it can be raised from the company's own funds, by transferring reserves or retained profits into share capital. The second method brings no fresh money into the company and follows different rules, so the rest of this article concentrates on the first.
Step 1 – The shareholders' resolution
An increase amends the articles of association, so the shareholders' meeting must adopt the resolution in notarial form, as a notary's deed. The Commercial Companies Code sets the required majority for amending the articles. The articles themselves may set stricter conditions, so check them first.
The resolution should state:
- the new total share capital and the amount of the increase;
- the number and nominal value of the new shares, or the increase in nominal value of existing shares;
- who may subscribe for the new shares;
- the form of contribution (cash or in kind);
- the deadline for subscription.
Existing shareholders generally hold pre-emption rights, meaning they can take up new shares in proportion to their holdings. These rights can be excluded only in the manner the Code and the articles allow, and the exclusion must be properly reflected in the resolution. A company may also choose to raise the nominal value of existing shares rather than issue new ones. That route requires every shareholder to agree to the higher nominal value, so it suits closely held structures better than a company bringing in an outside investor.
Step 2 – Subscribing for new shares and paying for them
Each person taking up shares signs a subscription statement, which is normally made in notarial form. Whether a third party may subscribe depends on the resolution and on the pre-emption rights of existing shareholders. Where an investor is entering the company, the resolution must expressly permit that.
Cash contributions are paid into the company's bank account. Keep the transfer confirmation, because it supports the management board's statement later. In-kind contributions, such as equipment, receivables or intellectual property, bring extra requirements. The resolution must describe the asset, and valuation and disclosure rules apply. An overstated valuation can create liability for the contributor and for the management board.
Foreign shareholders can subscribe, whether they are individuals or companies. In practice they need to arrange the transfer from abroad, a properly executed subscription statement (often through a power of attorney) and, for corporate investors, authenticated company documents with translations where required. Allow for this lead time, as it frequently holds up the process more than the Polish formalities do.
Step 3 – The management board statement and the KRS filing
After the shares are subscribed and paid, the management board declares in a statement that the increased capital has been fully subscribed and paid in. The board then files the application with the registry court. The usual attachments are:
- the notarial resolution and subscription statements;
- the management board statement;
- the consolidated text of the amended articles of association;
- an updated list of shareholders;
- proof of payment of the required fees.
Filings are made electronically through the Ministry of Justice's registry portal. The S24 online system does not cover every type of change, so verify the correct route before preparing documents. Court and publication fees are set by regulation and can change, so check the current amounts on the Ministry of Justice portal before budgeting.
When the increase takes legal effect
Three things are easily confused: the resolution, the payment, and the legal effect. The resolution authorises the increase. Payment completes the contributions. The increase itself arises only on entry in the KRS. Until then, the share capital on the register is unchanged, and new shareholders have not formally acquired their shares.
In practice this means voting and dividend rights attached to the new shares should not be assumed before entry. Money paid in can sit in the company's account, but the company should be cautious about treating it as final capital until the court has acted. Timelines vary with the registry court's workload and how complete the filing is. No one can reliably promise a fixed number of days, and a clean, consistent application is the best protection against delay.
Taxes, costs and follow-up obligations
A capital increase is subject to tax on civil law transactions (PCC), which the company pays on the amount of the increase. The rules are set in the Act on Tax on Civil Law Transactions. Check the current rate and any exemptions against that source or with a tax adviser, as they depend on the type of increase. Notary fees follow a regulated scale tied to the value of the transaction, and you will also bear the court and publication fees mentioned above.
After entry, update the internal shareholder list and inform the bank and key counterparties. Where relevant, update tax and statistical registrations. Foreign investors should also check whether the change affects the company's reporting to the Central Register of Beneficial Owners (CRBR), which turns on who ultimately owns or controls the company after the new shares are issued.
Common mistakes and how to avoid them
- Wrong form or a defective resolution. A resolution not adopted in notarial form, or without the required majority, is open to challenge.
- Ignoring pre-emption rights. Excluding them without following the proper procedure invites disputes with existing shareholders.
- Incomplete payment proof. The board's statement should be backed by clear bank confirmations.
- Mismatches between documents. Share numbers, nominal values and amounts must be identical across the resolution, statements and filing.
- Incorrect valuation of in-kind contributions. This is a liability risk, not just a formality.
- Missed filing deadlines. The Code sets time limits for filing after the increase, so do not leave the application until the end.
The simplest safeguard is to have the draft resolution, subscription statements and registry documents reviewed before anyone signs at the notary. Corrections after the deed is signed are slower and costlier than corrections before it. Consult Invest supports foreign clients with corporate changes and KRS filings in Poland, including coordinating documents prepared abroad.
Frequently asked questions
How long does a share capital increase take from resolution to KRS entry?
There is no fixed period. The time depends on how quickly subscriptions and payments are completed, how complete the filing is and the registry court's workload. Plan on weeks rather than days, and treat any specific estimate as indicative only.
Does an increase have to be done before a notary?
Yes, for the resolution, because it amends the articles of association. The subscription statements are also normally made in notarial form.
Can a foreign company or individual subscribe for new shares?
Yes, provided the resolution and pre-emption rights allow a third party to subscribe. Foreign investors should prepare the transfer of funds and any authenticated documents or powers of attorney in advance.
Is the increase effective immediately after the vote?
No. It takes legal effect only on entry in the KRS, not on the vote or on payment.
Can a shareholder loan be converted into share capital?
Generally yes. The loan receivable can be used to pay for new shares, for example through set-off, but the mechanics and tax treatment should be checked case by case before the resolution is drafted.
This article is general information, not individual legal or tax advice. Rules, fees and procedures change, so verify them against current official sources before acting.
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