The validity of changes in a Polish limited liability company can be constitutive or declarative.
Therefore, when making changes to a limited liability company, we should be aware that some of them will come into force only from the moment they are entered into the KRS National Court Register (constitutive record), and some of them - from the moment they are announced (declarative record).
Any changes to the articles of association of the company will require a constitutive entry.
Examples of constitutive changes:
- change of location of the company (city)
- change of company name (name)
- increase or decrease in the company's capital
- changing the way the company is represented
- expansion of PKD
Examples of declarative entries:
- appointment and / or dismissal of the president of the board, vice president of the board, board members
- appointment and / or dismissal of a proxy
- change of the company's address without changing the city of registration
- change of the current PKD and / or 9 other PKDs indicated in the National Court Register, without changing the charter
- sale of shares in the company (change of partners)
The seat of a limited liability company is the seat of its governing body, unless otherwise provided in the charter or otherwise provided by the provisions of the Law. Thus, the location is the city specified in the statute, for example, Warsaw, Lodz, Gdansk. The location of the company can also be a village. On the other hand, a company address is a specification of a location and usually means street and number, postal code, city. The company's registration address is not indicated in the charter, but you can see it on the extract from the KRS Register.
The location of the limited liability company and the address of the company are determined by the decision of the founders and the board of the company. The procedures for changing the registered office and address are different from each other.
As mentioned above, the company's address is usually not indicated in the articles of association. Thus, a change of address, within the city limits, does not require amending the charter to become effective. Consequently, in the event that the company moves to another location in the same city, it will be sufficient to attach to the application to the National Court Register the usual written decision of the board to change the address. The decision of the board is adopted by an absolute majority of votes.
The introduction of such a change in the National Court Register is only declarative (confirming and formal). In such a situation, the company can use and indicate in the documents a new address from the moment the board makes a decision. However, an amendment to the articles of association in the form of a notarial deed will be necessary if, for any reason, the address is present in the articles of association.
One of the mandatory elements of the company's charter is the indication of its specific city of registration. Therefore, in the event of a change in the city of registration, it is necessary to make the appropriate changes to the company's agreement - to the charter. In the case of companies incorporated traditionally (in a notary's office), or companies incorporated through an electronic system S24, but later changed the articles of association by a notary, the following changes to the articles of association can only be in notarial form. The notary must record the decision made by the participants of the company in the form of a notarial deed. Unless there are stricter conditions in the articles of association, a two-thirds majority is required for such a decision.
To report a change of address or registered office to the National Court Register, complete Form KRS Z3 and attach the following original documents:
when changing the address:
- written decision of the board to change the address
when changing city:
- a notarized decision of the participants to amend the charter,
- written decision of the management board to change the address,
- consolidated charter text
Notification of changes in the National Court Register must be submitted within 7 days of the date of the decision. Failure to comply with this deadline will not result in the change being invalid. Delay can only entail the initiation of compulsory proceedings and the imposition of a fine. The maximum period for filing an application to change the city of registration of the company (that is, to change the content of the charter) is 6 months - after this date the decision expires.
A court fee in the amount of PLN 250 and a fee for the publication of an announcement in the Court and Economic Monitor in the amount of PLN 100 is charged for an application to change an entry in the Court Register. The total amount of court fees is PLN 350.
The rules for changing the address data of a company created through the S24 system are the same as in the case of a company with a traditional registration. However, the simplification is great, because the decision to change the city of registration does not have to be formalized with a notary. It is enough to use the template in the electronic system.
If a decision is made in the S24 system, the deadline for filing an application for amendments to the charter (in relation to a change of city) is 7 days from the date of its adoption. After this period, the decision becomes invalid. Therefore, you must be very careful, because in this case you will not be bound by the “standard” 6-month period as in the case of the “paper” decision.
In addition, the court fee for an application submitted through S24 is lower and amounts to PLN 200. The fee for publishing an advertisement in the Forensic Economic Monitor is PLN 100. The total amount of court fees is PLN 300.
Do not forget that you must inform the tax office about a change in the city and address of the company's registration within 7 days from the date such changes come into force.
The procedure for changing the city of registration of a legal entity in Poland is different from changing the registration address within the city. The change of the city has a constitutive character and with such changes it is obligatory to change the company's charter. A change of address only does not require changes in the charter and is of a declarative nature.