A Polish company changes its registered office by amending its articles of association and then having the change entered in the National Court Register (KRS). The change takes legal effect only when the court registers it, not when the shareholders adopt the resolution. Foreign owners should treat the move as a sequence: corporate approval, proof of the new address, court filing, and then tax, bank and other updates that the KRS entry does not complete on its own.
What "registered office" means and why a change is formal
The siedziba (registered office) is the town or municipality named in the articles of association. It is not the same as the business address, nor necessarily the place where the company actually operates. Because the siedziba appears in both the articles and the KRS entry, changing it means amending both.
The distinction matters in practice. If the company moves to a new street within the same municipality, the siedziba usually stays the same and only the address in the register changes. If it moves to a different locality, the siedziba itself changes, the articles must be amended, and the court procedure is more involved. Check how your articles are worded: some name only the municipality, others are drafted more specifically.
Corporate approvals required before filing
In a limited liability company (Sp. z o.o.), a change of siedziba requires a shareholders' resolution amending the articles. Under the Commercial Companies Code, amendments to the articles of association must be made in notarial form. The notary records the resolution as a deed, which is the document filed with the court.
Companies formed through the S24 online system used a template and no notary at incorporation. That does not exempt later amendments from the notarial requirement, so expect to involve a notary even if the company was formed entirely online. Required majorities and attendance rules are set by the Code, but the company's own articles may impose stricter thresholds, so read them before convening the meeting.
The management board prepares the filing and signs the court application. In a joint-stock company (S.A.), the general meeting resolves the amendment, again in notarial form, and the supervisory and disclosure arrangements differ. Verify the current provisions in the Code and your own corporate documents rather than relying on a general summary.
Securing the new address: legal title and what the court will expect
The company needs a genuine legal right to use the new premises, whether through a lease, sublease, ownership or a virtual office agreement. The KRS filing requires a statement from the management board on the company's right to use the premises. In practice, the owner's or landlord's consent is usually obtained and kept on file; it is not always a formal attachment, so confirm the current form requirements.
A virtual office can serve as a registered office, but it carries risks. Correspondence from courts, the tax office and ZUS arrives at that address, and a provider that handles mail unreliably can cause missed deadlines. Tax authorities may also check whether a company can actually be reached at its declared address. Choose a provider with a clear process for scanning or forwarding official post, and confirm that the agreement allows registration of a registered office.
Filing with the KRS: step-by-step procedure
- Hold the shareholders' meeting and have the amending resolution recorded by a notary.
- Prepare the application in the form for entry changes (the current KRS forms and requirements are published by the Ministry of Justice's electronic KRS portal). Companies file through the electronic registry system.
- Attach the notarial deed, the consolidated text of the amended articles, the board's statement on the right to the premises, and any other required documents.
- Pay the court fee and the fee for the announcement in the Court and Economic Gazette (MSiG). Amounts are set by regulation and change, so confirm them on the current official sources before filing.
The application goes to the registry court competent for the company's current seat. When the move takes the company into another court district, the filing goes through the court of the old seat, which handles the change and passes the file to the new competent court. This can add procedural steps, though the application itself is still submitted once.
Until the entry is made, the old siedziba remains the legal one, whatever the resolution says. No processing time can be guaranteed; it depends on the court's workload and on whether the file is complete or needs correction.
Updates that follow registration
The KRS entry does not complete tax and statistical registration. The company must still ensure that the NIP (tax identification number) data, the REGON statistical register entry, VAT status and ZUS (social insurance) records reflect the new address. The registers exchange some data, so certain updates propagate from the KRS entry, but this is not uniform. Check each record rather than assuming it has been updated.
The competent tax office may change with the new address. This affects where returns are filed and may matter for any pending tax proceedings, which can be transferred between offices. Ask your accountant to confirm the competent office and to check that ongoing filings are submitted correctly during the changeover.
Practical consequences for foreign-owned companies
Non-resident owners are most often caught out by the follow-on notifications:
- Banks and payment providers: they usually need the updated KRS extract and may run a fresh compliance review (KYC).
- Beneficial ownership: check whether the CRBR (Central Register of Beneficial Owners) record is affected by the change.
- Commercial documents: update invoice templates, contracts, the website imprint and counterparties' vendor files.
- Licences and permits: any tied to specific premises may need amendment or a new application.
- Foreign staff: employer registrations and filings connected with work authorisation may need updating, so check the position for each employee.
During the transition, official correspondence may reach either address. A reliable local delivery address and someone who monitors it are essential, because deadlines for responding to courts and authorities run from service.
Common mistakes and how to sequence the move
The errors that recur are treating the resolution date as the effective date, moving into premises without secure legal title, forgetting tax and bank updates, using inconsistent address formats across documents, and underestimating the effect on contracts and invoicing around the registration date.
A workable sequence is: secure the premises, hold the notarial resolution, file with the KRS, wait for registration, then update tax, statistical, social insurance, banking and commercial records in one coordinated step. Involve a notary for the deed, an accountant for the tax side, and a corporate support provider such as Consult Invest if you want the filing and follow-up managed together. None of these steps removes the court's discretion or its timetable.
Frequently asked questions
Does a Polish company have to amend its articles when it changes its address?
Only if the siedziba changes, meaning a move to a different municipality or an address named in the articles. A move within the same municipality typically requires only an update to the address in the register.
How long does it take for the change to be entered in the KRS?
There is no guaranteed period. It depends on the court, the completeness of the filing and whether the move involves a change of court district.
Can a foreign-owned company use a virtual office as its registered office?
Generally yes, provided it has a genuine legal right to the address. The risks lie in mail handling and in later checks by the tax authorities.
Do I need to inform the tax office, ZUS and my bank separately after the KRS entry?
Treat them as separate steps. Some data may pass between registers automatically, but banks need their own notification, and you should verify each record.
Can a company move its registered office to or from Poland across borders?
Cross-border seat transfers involve a different, more complex procedure, in practice often a conversion or restructuring rather than a simple amendment. Take specific legal advice before planning one.