Changing the management board of a sp. z o.o. usually requires a shareholder resolution dismissing and appointing a board member, followed by an application to the KRS filed within 7 days. The court fee is PLN 200 when you make the change on the S24 resolution template, and PLN 250 when you file the application outside S24. You do not need a notary, unless the change involves amending the articles of association.
Below we show how this works in three typical situations: when shareholders replace the board, when a board member resigns, and when the board changes after buying a ready-made company. Separately, we explain when a mandate expires without anyone deciding, because many companies only discover this situation in court.
Who can change the board of a sp. z o.o.
Board members are appointed and dismissed by the shareholders by resolution, unless the articles provide otherwise (art. 201 § 4 KSH, in Polish). So the first step is to read the articles of association. The articles may, for example, give this decision to the supervisory board or limit dismissal to important reasons (art. 203 § 2 KSH). If there are no such provisions, the shareholders can dismiss a board member at any time (art. 203 § 1 KSH).
Dismissal ends the function, but does not always end the contract. A former board member may have claims under an employment contract or another agreement with the company. Dismissal does not deprive them of these claims, so the contract must be terminated separately.
Who can become a board member
The board can have one or more members, and a member can be a shareholder or an outsider (art. 201 § 2 and 3 KSH). It must be a natural person with full legal capacity. A person finally convicted of the offences listed in art. 18 § 2 KSH cannot hold the function, and the ban generally ends five years after the judgment becomes final (art. 18 § 3 KSH). A foreigner can also join the board. The S24 templates provide for a passport number for a person without a PESEL, and they sign documents with a qualified signature.
How to pass a resolution changing the board
The method depends on how the company was formed and how many shareholders it has. Each of the routes below produces a valid resolution; they differ mainly in convenience and the application fee.
| Method | When it is possible | What to watch out for |
|---|---|---|
| Resolution template in S24 | A company formed on the S24 template | All shareholders vote, each signing electronically. If even one shareholder does not vote, there is no resolution |
| Shareholders’ meeting | Any company | Minutes in the minute book. Voting on personal matters is secret |
| Meeting without formal notice | The entire capital is represented and nobody objects | Minutes too. Convenient with several shareholders |
| Written resolution | All shareholders agree in writing to the decision or to a written vote | The board enters it in the minute book |
| Decision of the sole shareholder | A single-member company | The shareholder exercises the meeting’s powers, and their statement requires written form |
Resolution template in S24
- When it is possible
- A company formed on the S24 template
- What to watch out for
- All shareholders vote, each signing electronically. If even one shareholder does not vote, there is no resolution
Shareholders’ meeting
- When it is possible
- Any company
- What to watch out for
- Minutes in the minute book. Voting on personal matters is secret
Meeting without formal notice
- When it is possible
- The entire capital is represented and nobody objects
- What to watch out for
- Minutes too. Convenient with several shareholders
Written resolution
- When it is possible
- All shareholders agree in writing to the decision or to a written vote
- What to watch out for
- The board enters it in the minute book
Decision of the sole shareholder
- When it is possible
- A single-member company
- What to watch out for
- The shareholder exercises the meeting’s powers, and their statement requires written form
As of 4 November 2026. Art. 156, 173, 227, 240, 240¹, 247 and 248 KSH.
The resolution should state the full name of the person dismissed and appointed, the function and the effective date. S24 uses exactly these fields, because the template resolution on changing the board provides for the function “prezes zarządu” (president of the board) or “członek zarządu” (board member) and a date: the day of adoption or another specified day.
Resignation of a sp. z o.o. board member
A board member can resign on their own and does not need the shareholders’ consent. The provisions on terminating a mandate contract apply accordingly to resignation (art. 202 § 5 KSH). This means the resignation is effective, but if it happens without an important reason, it can lead to liability for damage. It is worth resigning in writing so that the date and content are easy to prove.
A special rule applies when nobody would be left on the board. That person submits their resignation to the shareholders and at the same time convenes a shareholders’ meeting. The notice must contain the resignation statement, and the resignation itself takes effect on the day after the day for which the meeting was convened (art. 202 § 6 and art. 233¹ KSH). The articles may provide a different solution. The purpose of this provision is to prevent the company from suddenly being left without a board.
When a board member’s mandate expires on its own
A mandate is the right to hold the function, which is not the same as the term of office, the period for which a person was appointed. Unless the articles provide otherwise, the mandate expires on the day of the meeting approving the financial statements for the first full financial year of the function (art. 202 § 1 KSH). With a term longer than one year, the meeting approving the statements for the last full year counts (art. 202 § 2 KSH). In articles on the S24 template, the term is given in years, and the shortest is one year.
Example: a company appointed a president on 10 March 2024 for a one-year term, and the financial year is the calendar year. The first full year is 2025, so without other provisions the mandate will expire on the day of the meeting that approves the statements for 2025. If the shareholders do not reappoint this person, the company may have a president in the KRS who formally no longer has a mandate. That is a risk to the validity of the contracts they sign, so it is worth putting the end of the term in the calendar next to the financial statement deadlines.
Changing the board in the KRS: documents and deadline
The application is filed with the registry court no later than 7 days after the event, for example the day the resolution took effect (art. 22 of the KRS Act, in Polish). Applications are filed electronically: in S24 when the change was made on the template, and otherwise through the Court Registers Portal. The application is signed by those authorised to represent the company, meaning the new board if the resolution has taken effect.
- The resolution on dismissal and appointment, or the resignation statement.
- A statement by the new board member consenting to the appointment and giving an address for service. Consent is not necessary if that person signs the application themselves or their consent follows from the minutes or the articles (art. 19a(5) of the KRS Act).
- A proxy for service in Poland, if the address for service is outside the European Union (art. 19a(5a)).
- A list of members of the bodies with addresses for service, because every change to it is also reported to the court (art. 19a(5d)).
How much does changing the board in the KRS cost
| Route | Court fee | Legal basis |
|---|---|---|
| Resolution template in S24 | PLN 200 | Art. 55(2) of the Court Costs Act (in Polish) |
| Application outside S24 | PLN 250 | Art. 55(1) |
| Several changes in one application | One fee | A fixed fee per application, not per change |
As of 4 November 2026. Since 29 November 2025, KRS entries are not published in the Court and Commercial Gazette (MSiG), so there is no longer a separate fee for such a notice.
The single fee matters in practice. If you are changing the board, address and a shareholder at the same time, file them together. When the same applicant files several applications at once, one fee is also charged, and with different rates the higher one (art. 57 of the Court Costs Act).
A new board member takes up the function on the basis of the appointment, and the entry confirms it. Until the entry, however, banks and business partners may ask for the resolution, because they look at the register data. If the 7-day deadline passes, the court may call on the company to file the application under threat of a fine (art. 24 of the KRS Act).
Changing the board after buying a ready-made company
When you buy a ready-made company, you usually change the shareholder and the board at the same time, and often also the name, address and PKD codes. Every company in our offer was set up in S24, so all these changes go into one application, for which you pay one court fee of PLN 200, however many changes there are. We prepare the KRS documents, and the changes are included in the price of the company. How long the entry takes depends on the court. The list of companies is on our ready-made companies page.
What to do after changing the board
The KRS entry does not update all of the company’s access rights. Some were granted by the previous board, so after the change it is worth going through a short list.
- Bank. Change the people authorised to operate the account. The bank will ask for a current KRS extract or the resolution.
- CRBR. A change of board alone does not usually change the beneficial owner. An update within 14 days, excluding Saturdays and public holidays, is needed when the change concerns such a person, for example when the company reported a board member in the CRBR as the person in a senior management position (art. 2(2)(1)(a) and art. 60(1a) of the Anti-Money Laundering Act, in Polish).
- Powers of attorney and authorisations. Check UPL-1, ZUS, KSeF and the e-Delivery mailbox, and remove access for people who no longer work for the company.
- Contracts. Terminate or conclude a contract with the board member and update the representation details on company documents.
- Former board. A former board member has the right and duty to give explanations on the financial statements for the period of their function (art. 203 § 3 KSH), so it is worth staying in touch with them.
Dismissal does not erase liability for the period in office, including liability under art. 299 KSH for obligations that could not be enforced against the company.
