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Corporate law

Share capital increase in a limited company (sp. z o.o.)

For shareholders of a Polish limited company (sp. z o.o.) who want to strengthen the company's capital base to support growth, or to admit a new shareholder whose contribution is to be reflected in the share capital.

Fee
from 850 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

  • Preparation of the shareholders' resolution on the increase of share capital
  • Amendment of the articles of association where a notarial deed is required, or completion of the standard template in the S24 system
  • Handling of shareholder contributions and verification of their compliance with the articles
  • Preparation and filing of the application to register the change in the National Court Register (Krajowy Rejestr Sądowy, KRS)
  • Conduct of the registration case until the entry is made

What the price does not include

  • Valuation of non-cash contributions where they occur, priced separately
  • Ongoing corporate support after the capital increase
  • Handling of the tax consequences of the capital increase

What you receive

  • Application to register the capital increase filed with the registry court together with the complete set of documents
  • Amended shareholding structure
How it works

How a capital increase in a limited company works

A capital increase in a limited company follows a procedure set out in Polish company law and requires a shareholders' resolution and registration in the KRS. Three steps.

  1. Shareholders' resolution

    The shareholders adopt a resolution on the capital increase and settle the terms of the contributions and the new allocation of shares.

  2. Contributions and documentation

    The shareholders pay in their contributions in line with the resolution, and we prepare the documentation of the changes for the KRS.

  3. Registration

    We file the application with the registry court (sąd rejestrowy), which enters the change of capital in the register.

Who should consider a capital increase

A capital increase suits companies that are growing and want a stronger capital base, and companies admitting a new shareholder whose contribution is to be reflected in the share capital. It is equally an option for existing shareholders who prefer to reinvest profits in the company rather than distribute them as a dividend. We take the resolution, the contributions and the registration filing as one piece of work, so that the amended shareholding structure and the register entry match what the shareholders actually agreed.

When contributions are made in kind

Where a contribution is not cash but a machine, a licence, a vehicle or another asset, the procedure can become more demanding. An expert assessment is sometimes required, and the value of the contribution has to be documented. We review each scenario before the procedure starts, so that difficulties do not surface at the registration stage or later before the tax authorities.

What the fee depends on

  • Amount of the increase and the number of contributions
  • Number of shareholders participating in the increase
  • Whether the contributions are made in cash or in kind

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

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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