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HWW Hewelt Wojnowski Lindner i Wspólnicy
Corporate law

Amending the statute of a joint-stock company (S.A.)

For shareholders of a Polish joint-stock company (spółka akcyjna, S.A.) who need to change provisions of the statute, including changes that require a notarial deed and registration with the court.

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Fee
from 1 700 EUR net
Prices are net, in EUR. VAT depends on your status and place of establishment.

You can order this service directly, without a prior consultation. We confirm the scope and the fee before we start.

Request a quote Book a consultation first
A consultation is optional. To discuss your matter with a lawyer first, you can book a consultation for PLN 600 net + VAT. If you then order the work, its cost is credited against the project fee.

Before we start, we agree and confirm the scope and the fee. The price is indicative and does not constitute an offer within the meaning of the Polish Civil Code.

What it includes

  • Analysis of the intended scope of the amendment against the current statute
  • Drafting of the new wording of the statute
  • Resolution of the general meeting of shareholders
  • Notarial deed recording the amendment of the statute
  • Preparation of the notification to the registry court
  • Registration of the amendment in the National Court Register (Krajowy Rejestr Sądowy, KRS)

What the price does not include

  • Notarial fees for drawing up the deed (an external cost)
  • Ongoing corporate support after the amendment
  • Change of the company's registered seat (a separate procedure)

What you receive

  • Application for registration of the amended statute filed with the registry court
  • Amended provisions on the management board, the general meeting, dividends or other matters
How it works

How the amendment of a joint-stock company statute proceeds

The statute of a joint-stock company is made in the form of a notarial deed, so every amendment requires a formal procedure before a notary and an entry in the register. Three stages.

  1. Resolution of the general meeting

    The general meeting of shareholders adopts a resolution on the amendments to the statute.

  2. Notarial deed

    We prepare the new wording of the statute in the form of a notarial deed, which the shareholders sign.

  3. Registration

    We notify the registry court, which enters the amended statute in the register.

Who should use this service

An amendment of the statute makes sense once the shareholding structure has changed, or once the original statute no longer matches the company’s business reality. Some amendments are cosmetic, such as a change of the registered seat or of the company name. Others reach deeper, into the structure of the management board, the rules for appointing the supervisory board or the procedure of the general meeting. Every amendment requires the form of a notarial deed and an entry in the register.

The formal procedure and the consents required

A joint-stock company operates under more formal processes than a limited company. An amendment of the statute calls for a resolution of the general meeting and then a notarial deed. Where the amendment concerns fundamental matters, a qualified majority of shareholders, or even unanimity, may be required. We advise which consents are needed formally and which are needed in practice, so that the amendment proceeds without interruption.

What the fee depends on

  • Scope of the amendment to the statute
  • Whether the amendment concerns fundamental matters, such as the objects of the company or its registered seat
  • Number of shareholders and the level of opposition to the amendment

We agree the fee individually, at an hourly rate or as a flat fee, and confirm it before we start.

See also
Corporate law → Tax advice →
Request a quote

To order this service, describe your matter. A consultation is not required. We confirm the scope and the fee before we start.

Information you share in connection with legal assistance is covered by the professional secrecy of advocates and attorneys-at-law under Polish law.

How to start

You can order this service directly or book a consultation first. A consultation is not required to order the service.

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