Shareholder resolutions in a sp. z o.o.: which to pass and how

Shareholder resolutions in a sp. z o.o. are needed at least once a year, when approving the financial statements, and for important matters such as amending the articles of association, appointing the board or selling real estate. They are passed at a shareholders’ meeting and, when everyone agrees, also in writing or in the S24 system.

An absolute majority of votes is usually enough. The law does, however, require higher thresholds for key changes and sets the form in which a resolution must be recorded. Below we describe the practice: which decisions require a resolution, how to pass one most simply and what will change in December 2026.

Which matters require a shareholder resolution

Art. 228 KSH (in Polish) lists the basic catalogue, and further provisions and the articles add to it. The table brings together the most common matters, with the required majority.

Art. 230 KSH is easy to overlook. With PLN 5,000 of capital, the threshold is PLN 10,000, so the first larger contract, such as buying equipment, may require a resolution. The provision can be excluded in the articles, so it is worth checking what your articles say. The lack of such a resolution does not make the transaction void, because art. 230 excludes art. 17 § 1 KSH here, but the board is then in breach of its duties towards the company.

Each share of equal value carries one vote, unless the articles provide otherwise (art. 242 § 1 KSH). A meeting is valid regardless of the number of shares represented (art. 241 KSH), unless the articles set a quorum. A shareholder does not vote on their own liability towards the company, including their own discharge (art. 244 KSH). In a 50/50 company with both shareholders on the board, each therefore decides only on the other’s discharge.

Annual resolutions: the ordinary shareholders’ meeting

The ordinary meeting takes place within 6 months of the end of the financial year, usually by 30 June (art. 231 § 1 KSH). The set of resolutions is similar every year.

1. Approving the financial statements and the management report, if the company prepares one.
2. Distributing profit or covering loss.
3. Discharge for each person who served on the board or a supervisory body in the year (art. 231 § 3 KSH).
4. In smaller companies, the decision on simplifications in the statements, which belongs to the shareholders as the approving body.

With the annual resolutions, it is worth checking the board’s mandate. Unless the articles say otherwise, the mandate expires on the day of the meeting approving the statements for the first full financial year in office (art. 202 § 1 KSH). With a term longer than one year, it expires after approval of the statements for the last full year of that term (art. 202 § 2 KSH). If you forget to reappoint, the company may be left without a duly authorised board, even though the old entry still appears in the KRS. Check the term clause in the articles and add a resolution to the agenda when needed.

The accounting team prepares the documents for these resolutions, because they are based on the financial statements. We describe the deadlines and how to file with the KRS in our article on the financial statements of a sp. z o.o.

How to pass a resolution: five routes

A formal meeting is only one option. In a company where the shareholders agree, the matter can usually be handled more simply.

Convening a meeting

The meeting is convened by the board (art. 235 § 1 KSH) by registered letter or courier, sent at least two weeks before the date. The notice gives the day, time, place and a detailed agenda, and for an amendment of the articles also the essential elements of the proposed changes (art. 238 § 2 KSH). Matters outside the agenda can only be voted on when the entire capital is represented and nobody objects (art. 239 § 1 KSH). The meeting takes place at the company’s registered office, unless the articles name another place in Poland (art. 234 § 1 KSH). Another place in Poland can also be chosen when all shareholders agree in writing (art. 234 § 2 KSH).

A single-member company

The sole shareholder exercises all the powers of the meeting (art. 156 KSH). They do not need to convene anything, but should keep the form: their statements made to the company require written form on pain of nullity, unless the law provides otherwise (art. 173 § 1 KSH). In practice, they draw up a written resolution, date it and sign it, and the board enters it in the minute book.

A resolution in S24

If the articles were concluded on the template, the shareholders can pass a resolution on the template available in the system. There is no need to convene a meeting, but everyone must vote, each signing their statement with a qualified, trusted or personal signature, and each can raise an objection (art. 240¹ § 2 KSH). The application for entry is then also filed through the system. All ready-made companies offered by VKANCELARIA were set up in S24, so the purchase takes place online, and changes in the company can be made the same way.

A resolution amending the articles of association

Amending the articles requires a resolution passed by a two-thirds majority and an entry in the KRS, and the resolution itself only takes effect upon entry (art. 255 § 1 KSH). There are two forms. As standard, the resolution is recorded in minutes drawn up by a notary (art. 255 § 3 KSH). Articles concluded on the template can also be amended, as regards the variable provisions including the capital, by a resolution on the S24 template (art. 255 § 4 KSH). Such a resolution is equivalent to notarial minutes, but you cannot change the content of the template itself, as we explain in our article on the articles of association of a sp. z o.o.

The board files the change with the registry court (art. 256 § 1 KSH), and the application for entry is, as a rule, filed within 7 days of the event (art. 22 of the KRS Act, in Polish). The court fee for a change application is PLN 200 for a resolution on the S24 template and PLN 250 outside S24, e.g. for a resolution before a notary (art. 55 of the Court Costs Act, in Polish). It is one fee however many changes the application contains, so it is worth combining changes to the name, address and PKD codes in one application. When you buy a ready-made company, all such changes are included in the price: the name, address, PKD codes and other details.

Minutes and the minute book

Meeting resolutions are entered in the minute book and signed by those present or at least by the chair and the minute-taker (art. 248 § 1 KSH). The minutes confirm that the meeting was properly convened and able to pass resolutions, and list the resolutions, the number of votes and any objections. The attendance list and proof of convening are attached (art. 248 § 2 KSH). Written resolutions are entered in the book by the board, and S24 resolutions are attached as printouts from the system certified by the board’s signatures (art. 248 § 3 KSH). A shareholder may inspect the book and request copies (art. 248 § 4 KSH).

The book is useful more often than you might think. A bank, business partner or the registry court may ask for confirmation of a decision, and a buyer of shares usually wants to review it before the transaction.

What changes from 3 December 2026

The Act of 4 September 2026 (Journal of Laws 2026 item 1440), published on 2 November 2026, introduces two practical changes. They take effect 30 days after publication, on 3 December 2026.

Documentary form means a document that makes it possible to identify who made the statement, so a scan or an email, for example, is enough. Remember that a board member or company employee cannot act as a proxy at the meeting (art. 243 § 3 KSH).

Challenging a shareholder resolution

A defective resolution does not always cease to apply by itself. A shareholder who wants to challenge it has two routes and must watch short deadlines.

An action may be brought by, among others, the board, a shareholder who voted against and asked for the objection to be minuted, and a shareholder wrongly excluded from the meeting (art. 250 KSH). The action does not suspend the registration proceedings (art. 249 § 2 KSH). That is why, with a disputed resolution, what counts is the reaction at the meeting: a vote against and an objection in the minutes.

Most annual resolutions are based on data from the books. If you are looking for support, the company’s accounting can be handled by VKSIĘGOWOŚĆ, the accounting firm of our group, which will prepare the statements for the meeting. The list of other obligations after registration is in our article what to do after registering a sp. z o.o.