Replacing the president of the board, appointing an additional board member or selling shares is routine in a limited liability company, but each of these changes must be carried out properly within the company and reported to the National Court Register (KRS) within a short time. Mistakes – such as a defective resolution, no consent to the appointment or a late application – lead to the return of the application, a court summons backed by a fine and, in extreme cases, a dispute over the validity of acts. We explain step by step how to change the management board and shareholders of a Polish limited liability company (sp. z o.o.), including where foreigners are involved.
Legal basis
- Articles 18 and 201–203 of the Commercial Companies Code (consolidated text: Journal of Laws 2024, item 18) – composition of the board, appointment, expiry of the mandate, removal and resignation,
- Article 210 of the Code – representation of the company in a contract with a board member and in a dispute with him or her,
- Articles 227 and 240 of the Code – shareholders’ resolutions,
- Articles 180, 182 and 187–188 of the Code – transfer of shares, the company’s consent, notice to the company, the share register and the list of shareholders,
- Articles 19, 19a, 22 and 24 of the National Court Register Act (consolidated text: Journal of Laws 2025, item 869) – procedure and time limit for the application to the KRS, required statements and coercive proceedings,
- Articles 55 and 57 of the Act on Court Costs in Civil Cases (consolidated text: Journal of Laws 2025, item 1228) – fee for an application to amend an entry,
- Articles 58(4), 60(1a) and 153 of the Anti-Money Laundering Act (consolidated text: Journal of Laws 2025, item 644) – updating data in the Central Register of Beneficial Owners (CRBR).
Changes in the management board
Who can be a board member
A board member may only be a natural person with full legal capacity who has not been convicted by a final judgment of the offences listed in Article 18 § 2 of the Code. A shareholder or a person from outside the shareholders may be appointed to the board (Article 201 § 3). Article 18 does not require Polish citizenship or residence in Poland, so a foreigner may also be a board member. This does not mean that the right of residence and work in Poland need not be assessed separately – that is a separate analysis under immigration law.
Appointment and removal
A board member is appointed and removed by a shareholders’ resolution unless the articles of association provide otherwise (Article 201 § 4). The articles or a resolution may set requirements for candidates (Article 201 § 5). A board member may be removed at any time, which does not deprive him or her of claims arising from an employment or other legal relationship; however, the articles may limit removal to important reasons (Article 203 §§ 1–2). In a contract with a board member and in a dispute with him or her the company is represented by the supervisory board or by a proxy appointed by resolution of the shareholders’ meeting (Article 210 § 1) – this applies, for example, to an employment contract or a management services contract.
Resignation and expiry of the mandate
The mandate expires, among other things, on death, resignation or removal (Article 202 § 4), and – unless the articles provide otherwise – on the date of the shareholders’ meeting approving the financial statements for the first full financial year of holding office (Article 202 § 1). The provisions on termination of a mandate contract apply accordingly to resignation (Article 202 § 5). If, as a result of resignation, no seat on the board would be filled, the resignation is submitted to the shareholders and a shareholders’ meeting is convened at the same time; the resignation takes effect on the day following the day for which the meeting was convened (Article 202 § 6).
How to adopt the resolution
Shareholders’ resolutions are adopted at a shareholders’ meeting; without a meeting they may be adopted if all shareholders consent in writing to the content of the resolution or to written voting (Article 227 § 2). Resolutions may also be adopted without formal convening if the entire share capital is represented and no one present objects (Article 240). In a company founded through the S24 system (template articles) a resolution may be adopted using a template in the IT system (Article 240¹).
Changes among shareholders
Sale of shares
The transfer of a share, a part or a fractional part of a share, and its pledge, should be made in writing with notarially certified signatures (Article 180 § 1). In a company whose articles were concluded using a template, transfer is also possible using a template in the IT system, with a qualified electronic signature, a trusted signature or a personal signature (Article 180 § 2). The articles may make the transfer of a share subject to the company’s consent or restrict it in another way (Article 182) – so the articles must be checked before the sale.
Effectiveness towards the company, share register and list of shareholders
The transfer of a share is effective towards the company from the moment the company receives notice from one of the interested parties together with proof of the transaction (Article 187 § 1). The board keeps a share register in which it enters the shareholders and all changes concerning them and their shares (Article 188 § 1), and after each entry of a change it files with the registry court a new list of shareholders signed by all board members (Article 188 § 3); for companies using templates the list is prepared in the IT system and bears an electronic signature (Article 188 § 4).
Reporting the change to the KRS
- Time limit: the application for entry should be filed no later than 7 days from the event justifying the entry, e.g. adoption of a resolution on a change in the board (Article 22 of the KRS Act).
- Form: applications concerning an entity entered in the register of entrepreneurs are filed exclusively through the IT system (Article 19(2)).
- Statements: the application for entry of board members must be accompanied by their statements of consent to the appointment and their addresses for service, unless the application is signed by such a person or an attorney or the consent follows from the minutes of the body or from the articles (Article 19a(5)). If the address for service is outside the European Union, an attorney for service in Poland must be indicated (Article 19a(5a)).
- Court fee: PLN 250 for an application to amend an entry, and PLN 200 where the change concerns a limited liability company and is made using a resolution template in the IT system; where several applications are filed at the same time, one fee is charged, and where the amounts differ – the higher one (Articles 55 and 57 of the Act on Court Costs).
- No publication in the Court and Commercial Gazette (MSiG): since 29 November 2025 entries in the KRS are no longer published in the Court and Commercial Gazette – from the date of entry no one may plead ignorance of the disclosed entries, and with respect to acts performed before the sixteenth day after the entry the company may not rely on the entry against a third party who proves that he or she could not have known its content (Article 15(1) of the KRS Act as amended by the Act of 26 September 2025, Journal of Laws 2025, item 1556).
- Consequence of delay: the court summons the obliged persons to file within an additional 7-day period under threat of a fine, which it may repeat (Article 24 of the KRS Act).
CRBR – do not forget the beneficial owners
Limited liability companies must report information on beneficial owners to the CRBR and update it (Article 58(4)). The update is made within 14 days of the change in the KRS, and in the case of changes for which an entry in the KRS is not required – within 14 days of their making; Saturdays and public holidays are not counted (Article 60(1a) and (2)). Failure to do so or providing untrue information carries a fine of up to PLN 1,000,000 (Article 153(1)). The report is made free of charge, electronically (Article 61).
What to watch in practice
- check the articles of association: appointment and removal of board members, term of office, consent to transfer of shares, quorum and majorities,
- proper convening of the meeting or use of the written procedure or Article 240,
- statements of new board members and their addresses for service, also for foreigners,
- a contract with a board member concluded on behalf of the company by the competent body (Article 210),
- share register, list of shareholders and notice to the company of the transfer of shares,
- application to the KRS within 7 days and CRBR update within 14 days,
- notifying contractors, banks, the tax office and ZUS as needed – the scope depends on the company’s situation.
What will change in 2027 and later
From 18 February 2027 the Act of 23 January 2026 amending the Commercial Companies Code and certain other acts (Journal of Laws 2026, item 176) enters into force. Based on an analysis of its text: it concerns mainly shares – the register of shareholders, and the dissolution and deregistration of joint-stock companies, limited joint-stock partnerships and simple joint-stock companies (including amendments to Articles 30032–30037, 3282–32813 and 476 of the Code, and new Article 25da of the KRS Act). It does not change the provisions discussed in this article, i.e. Articles 18, 180–188 and 201–210 of the Code concerning a limited liability company. Joint-stock companies, limited joint-stock partnerships, simple joint-stock companies and European companies have two years to adjust their articles and statutes (Article 34 of the Act).
From 1 April 2027 Article 19 of the KRS Act will change (Article 1(7) of the Act of 26 September 2025): paragraph 2 will provide for applications filed exclusively through the IT system, and the provisions on official forms (paragraphs 3–4) will be repealed; registry files will be kept exclusively in the IT system (Article 9). In practice a limited liability company will continue to file the application electronically and within 7 days (Article 22 – this provision is not being changed).
The Acts of 27 February 2026 (Journal of Laws 2026, item 346) and of 17 April 2026 (Journal of Laws 2026, item 644) amend the KRS Act at later dates (from 2028); we do not assess their impact on changes in the board and among shareholders because we have not analysed their content from that angle.
Frequently asked questions
Within what time limit must a change in the board be reported to the KRS? In principle within 7 days of the event justifying the entry (Article 22 of the KRS Act).
Can a foreigner be a member of the board of an sp. z o.o.? Yes, Article 18 of the Code requires neither Polish citizenship nor residence in Poland; however, the right of residence and work and the address for service must be assessed separately.
Does a board member’s resignation require the company’s consent? No, but when the sole board member resigns, the resignation is submitted to the shareholders and a shareholders’ meeting is convened (Article 202 § 6).
Must the sale of shares be reported to the KRS? The board files a new list of shareholders with the registry court (Article 188 § 3); the change is also the basis for updating the CRBR.
How much does a change of the board in the KRS cost? The court fee is PLN 250 (PLN 200 using a resolution template in the IT system).
This article is for information purposes only and contains general information as of the legal status on 28 October 2026. It does not constitute legal advice or a legal opinion in an individual case. We assist companies with changes of bodies and shareholders, including those involving foreigners. See also: Liability of a management board member for company debts.