Poland's corporate law has undergone a substantial wave of reform. Changes taking effect in 2025 amend core rules governing company registration, shareholder resolutions, the composition of the board of directors, and the maintenance of a registered office. International businesses that operate Polish entities – or plan to enter the Polish market – face compliance deadlines that cannot be deferred without meaningful legal risk.
Poland's corporate legislation has been amended to strengthen governance standards, tighten digital filing requirements, and extend mandatory disclosure obligations across all major entity types. Companies incorporated in Poland must review their articles of association and internal governance documents before the compliance window closes. Entities that fail to act within the prescribed period risk administrative penalties and may face restrictions on their ability to pass valid shareholder resolutions.
This alert sets out what has changed, which business categories are affected, and the concrete steps international companies should take now.
What changed – and when it takes effect
Poland's amended commercial companies legislation introduced several discrete changes. Each carries its own effective date, but the principal obligations for existing companies crystallised from January 2025 onward.
Digital-first registration and filing. Company registration is now conducted exclusively through the online portal of the Krajowy Rejestr Sądowy (National Court Register). Paper filings are no longer accepted for most standard corporate acts. This applies to the registration of new entities and to amendments – including changes to articles of association, registered office address, and board composition.
Mandatory review of articles of association. Existing companies whose articles of association pre-date the reform must align their constitutional documents with updated statutory requirements. Provisions that conflict with the new rules are treated as if they do not exist. This creates a de facto gap between what a company's articles say and what the law actually permits – a gap that can invalidate shareholder resolutions passed under the old wording.
Board of directors – new liability and disclosure rules. Members of the board of directors of Polish spółka z ograniczoną odpowiedzialnością (limited liability company. Commonly abbreviated as "sp. z o.o.") and spółka akcyjna (joint-stock company, "S.A.") are subject to expanded personal disclosure duties. They must confirm the accuracy of the company's registered office address and certify that the entity maintains genuine operations there. False certification carries personal liability under both corporate and administrative legislation.
Shareholder resolution formalities. Remote and written shareholder resolutions – a procedure that became widely used after 2020 – are now governed by stricter authentication requirements. Resolutions passed without proper digital signatures or notarial confirmation where required may be challenged as defective. The Sąd Najwyższy (Supreme Court of Poland) has previously held that procedurally defective resolutions may be declared void rather than merely voidable, which removes any cure period.
For international businesses, the practical exposure is direct. A shareholder resolution passed in defective form – for example, to approve a dividend, appoint a director, or authorise a transaction – may be unenforceable. Counterparties and registries will reject it.
To receive an expert assessment of your Polish corporate structure under the new rules, contact us at info@ferrazwhitmore.com.
Who is affected – thresholds and business categories
The reforms apply broadly. There is no size threshold that exempts smaller entities. The following categories face the most immediate compliance obligations.
- Foreign-owned sp. z o.o. and S.A. entities – any company incorporated in Poland with foreign shareholders must review its articles of association, registered office arrangements, and board disclosure filings.
- Holding structures with a Polish intermediate company – where a Polish entity sits between a foreign parent and operating subsidiaries, the intermediate company's governance documents must comply with the new rules independently.
- Branches and representative offices of foreign companies – registration obligations at the National Court Register have been updated; existing entries must be verified for accuracy.
- Joint ventures with Polish co-shareholders – shareholder resolution procedures must be audited, particularly where resolutions are passed remotely or by written circulation.
- Companies undergoing M&A activity in Poland – any acquisition, merger, or restructuring that requires shareholder or board approval must follow the new formalities from the transaction outset.
Companies that have not updated their governance arrangements since before 2024 are at the greatest risk. Articles of association drafted under the prior statutory regime may now contain provisions that are legally inoperative. This does not merely create an administrative problem – it can block a transaction or invalidate a key corporate decision at a critical moment.
International investors considering acquisitions or restructurings in Poland should also review our analysis of M&A transactions in Poland, where updated due diligence requirements are addressed in detail.
Immediate actions for international companies
The compliance window is measured in months, not years. Companies should treat the following steps as urgent.
- Audit your articles of association. Identify every provision that may conflict with the amended corporate legislation. Pay particular attention to quorum requirements, voting thresholds for shareholder resolutions, and the scope of board authority.
- Verify your registered office. The registered office must correspond to an address where the company genuinely receives correspondence and where regulatory notices will reach the right person. A mismatch – even a historical one – now creates documented personal liability for board members.
- Update board of directors disclosures. Each director must submit updated personal data and confirm the accuracy of the registered office through the National Court Register portal. This is a mandatory step, not an optional formality.
- Review remote resolution procedures. If your company has passed shareholder resolutions by email, written circulation, or video call since 2023, those resolutions should be assessed for compliance with current authentication requirements. Defective resolutions should be ratified or re-passed under proper procedure before they are relied upon in a transaction or regulatory filing.
- Engage local legal counsel before any transaction. Any corporate act – share transfer, capital increase, dividend declaration, or director appointment – should now be cleared against the reformed rules before execution. Engaging a lawyer in Poland with cross-border corporate experience is essential for international groups managing Polish entities from abroad.
Comprehensive guidance on the corporate law environment in Poland is available through our corporate law services in Poland page, which covers entity structuring, governance requirements, and ongoing compliance support.
For a preliminary review of your Polish entity's compliance position under the 2025 reforms, email us at info@ferrazwhitmore.com.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border corporate law solutions for clients operating in Poland and across Central and Eastern Europe. We regularly advise international entrepreneurs, institutional investors, and in-house legal teams on company registration, governance compliance, shareholder resolution procedures, and board of directors obligations across both civil law and common law systems. As a law firm in Poland and broader European matters, our practice covers entity structuring, regulatory compliance, and cross-border transactions. The firm's corporate practice spans 15 practice areas and draws on direct experience before Polish commercial courts and with the National Court Register. To discuss how the 2025 reforms affect your Polish operations, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.