Change of director and address of a sp. z o.o. in Poland

Changes of board, address or shareholders must be filed with the National Court Register (KRS) within 7 days of the event (Art. 22 of the KRS Act). A board change takes effect when resolved, and the KRS entry makes it public for banks, counterparties and authorities. Applications are electronic only: via PRS for companies with notarial articles and via S24 for companies set up in S24.

Changing a board member (director)

Board members are appointed and removed by shareholder resolution unless the articles provide otherwise (Art. 201 § 4 KSH), and may be removed at any time (Art. 203 KSH). In a single-shareholder company the sole shareholder exercises the powers of the shareholders' meeting (Art. 156 KSH). A resolution can be adopted without a meeting if all shareholders agree in writing (Art. 227 § 2 KSH).

Documents for a board change

• resolution on removal and appointment, or the board member's resignation;
• the new member's consent to the appointment with an address for service (Art. 19a(5) of the KRS Act); no separate consent is needed if the new member signs the application;
• for an address for service outside the EU, details of an attorney for service in Poland (Art. 19a(5a));
• a power of attorney if an adwokat or radca prawny files the application;
• sworn Polish translations of documents from abroad.

A board member must be an individual with full legal capacity and no conviction for the offences listed in Art. 18 KSH. The law sets no nationality or residence requirement. The right to live and work in Poland is arranged separately.

Art. 55 of the Act on court fees in civil cases. Several applications filed together attract one fee (Art. 57). MSiG publication of KRS entries was abolished on 29.11.2025. Notary fees and our fees are separate.

Changing the company address

The articles name the town (siedziba) and the full address appears only in the register (Arts. 157 and 166 KSH). This gives two scenarios:

• new address in the same town: a board decision and a KRS application are enough;
• move to another town: the articles are amended first, by a resolution recorded by a notary (Art. 255 KSH), effective on entry in the register.

After the entry, the new address is updated with the bank, in contracts, on invoices and wherever the company uses it.

Changing a shareholder

Shares are sold under a written agreement with notarised signatures (Art. 180 § 1 KSH); in an S24 company they can also be sold using the S24 template with e-signatures (Art. 180 § 2). The articles may require consent to the sale (Art. 182 KSH). The transfer is effective towards the company once it receives notice with proof of the transaction (Art. 187 KSH). The board then updates the share register and files a new list of shareholders with the KRS (Art. 188 § 3 KSH). If the ultimate beneficial owner changes, CRBR data is updated within 14 days.

How we work

1. You send the KRS number or company name and describe the change.
2. We check the current entry, the articles, the representation rules and access to PRS or S24, and list the documents.
3. We prepare resolutions, consents, powers of attorney and translations and arrange notarisation where required.
4. We file the KRS application and pay the court fee online.
5. We check the new entry, update the CRBR and list who else to notify: bank, tax office, accountant, counterparties.

General information on Polish companies: company registration in Poland.

Sources

• Commercial Companies Code (KSH), Journal of Laws 2024 item 18: Arts. 18, 154, 157, 163–167, 180–188, 201, 255
• Act on the National Court Register, Journal of Laws 2025 item 869: Arts. 19a, 22; Act of 26.09.2025 amending the KRS Act (end of MSiG publication)
• Act on court fees in civil cases, Journal of Laws 2025 item 1228: Arts. 52, 55
• biznes.gov.pl: registering a sp. z o.o. in the KRS; Polish Ministry of Finance: CRBR filing

Checked on 9 October 2026.