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Changes of members in a company

 How to correctly make such changes of members in a Polish limited liability company? All answers in this article!

 Participation in a limited liability company means the ownership of shares in that company. Become the owner of shares either by initially establishing a company, or by transfering shares in an already established company by purchasing them or receiving as a gift. Accordingly, in order to change the partners of the LLC, its shares must be transferred to another person.

Consider the easiest and most affordable way to transfer shares in a limited liability company in Poland - their sale. The sale of shares can be done in 2 different ways:

Signing the sale and purchase agreement of shares, with notary's certification


Signing the sale and purchase agreement of shares electronically on the S24 platform.

These regulations are based on article 180 of the Code of Commercial Companies in Poland of September 15, 2000:

  • 1. The sale of a share, its part, as well as its deposit must be made in writing with notarized signatures.
  • 2. In the case of a company whose contract was concluded using a contract template, the sale of shares is also possible using the template provided on the platform. Seller and buyer statements must be signed with a qualified electronic signature, a trusted signature or a personal signature.

The procedure for sale and purchase agreement electronically is quite simple. Using template documents available on the S24 platform. An important and prerequisite for such a transaction will be the presence of an electronic signature or ePUAP for each of the partners to the transaction.

Let's examine the first option in detail. For firms that were registered in the classical way in a notary's office, or firms that were registered electronically and changes contract have been made on paper, a sale and purchase transaction can be carried out only by signing a sale agreement of shares with notary's certification. The function of a notary may also act as a polish consul. In theory, it is possible to sign sale and purchase agreement of shares with a foreign notary, although in practice should take into account the country of signing, as additional notary's certification may be required, for example, an apostille. Also need a translation of the notary's certification into Polish by a sworn translator. Sale and purchase transaction can be carried out at a Polish notary by power of attorney. A power of attorney can be issued from the seller and the buyer to the same person, this is not prohibited by Polish law, however, an important entry in the power of attorney should be the ability of the attorney to carry out a transaction with himself and be the second party to the legal action. The National Court Register must be informed within seven days after the changes. Together with the contract for the sale and purchase agreement of shares, must submit the appropriate forms, such as: KRS-Z3 and KRZ-ZE change of partner in a limited liability company.

In this case, court fees for making changes will amount 350 PLN. Changes will be visible in the Registry no earlier than 2 weeks. Often, the publication of changes can take 1-2 months. If there are errors in the documents, the Registration Court will send a letter demanding that the errors be removed within 7 days.

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