The articles of association (umowa spółki) of a sp. z o.o. are the document that creates the company and sets its basic rules. They must state the business name and registered office, the business objects, the amount of share capital, whether a shareholder may hold more than one share, the number and value of each shareholder’s shares, and the duration of the company if it is fixed (art. 157 § 1 KSH, in Polish). They are concluded before a notary or online on the S24 template.
The difference between these routes is bigger than the price suggests. In S24 you cannot add your own provisions, but you choose from ready-made options that determine how the company operates day to day. With a notary you can tailor the rules to specific shareholders. Below we explain what these choices mean. VKANCELARIA can prepare the documents for a new company as part of company registration in Poland.
What the articles of association of a sp. z o.o. must contain
Art. 157 § 1 KSH lists six elements. Missing some of them is serious: if the articles did not regulate the business name, business objects, contributions or capital, the court could order the dissolution of a company already entered in the register (art. 21 § 1(3) KSH). This possibility is limited to five years from the entry, and the defects can be remedied before then.
| Element | What it means in practice |
|---|---|
| Business name | A name with the words “spółka z ograniczoną odpowiedzialnością”. The abbreviation “sp. z o.o.” may be used in business (art. 160 KSH) |
| Registered office | The town, for example Warsaw. The exact address is filed with the KRS, and the registered office determines the registry court |
| Business objects | What the company does, usually by PKD codes |
| Share capital | At least PLN 5,000. More in our article on share capital |
| Number of shares per shareholder | Whether a shareholder may hold one or many shares. Many shares means they must be equal (art. 153 KSH) |
| Shareholders’ shares | The number and nominal value of the shares taken up by each |
| Duration | Only when the company is to operate for a fixed period. In the S24 template it is unlimited |
Business name
- What it means in practice
- A name with the words “spółka z ograniczoną odpowiedzialnością”. The abbreviation “sp. z o.o.” may be used in business (art. 160 KSH)
Registered office
- What it means in practice
- The town, for example Warsaw. The exact address is filed with the KRS, and the registered office determines the registry court
Business objects
- What it means in practice
- What the company does, usually by PKD codes
Share capital
- What it means in practice
- At least PLN 5,000. More in our article on share capital
Number of shares per shareholder
- What it means in practice
- Whether a shareholder may hold one or many shares. Many shares means they must be equal (art. 153 KSH)
Shareholders’ shares
- What it means in practice
- The number and nominal value of the shares taken up by each
Duration
- What it means in practice
- Only when the company is to operate for a fixed period. In the S24 template it is unlimited
As of 4 November 2026.
The distinction between registered office and address has a concrete benefit. Changing the address within the same town does not change the articles, so a board resolution and an application to the KRS are enough. Moving the company to another city is an amendment of the articles. A company set up by one person also has such a document, but it is formally called a deed of incorporation (akt założycielski). The S24 template uses the same form (§ 2 of the template regulation, in Polish).
Sp. z o.o. articles in S24: what the template contains
The template in S24 is set by a regulation of the Minister of Justice (consolidated text, Journal of Laws 2019 item 1483). You cannot change its wording or add your own clause, but you can read it before you start. You fill in the details, and for some provisions you choose an option. The articles are concluded once all the details are entered and they are signed (art. 157¹ § 3 KSH). The signature can be qualified, trusted or personal. The table shows the choices that have real consequences.
| Template clause | Options | What it changes |
|---|---|---|
| § 8. Shares | With or without voluntary redemption | Redemption lets the company acquire a share with the shareholder’s consent and then cancel it |
| § 10. Transfer and pledge | Requires the company’s consent or does not | Consent protects against an unknown shareholder, but slows down the sale of shares |
| § 11. Capitals and advance | Advance on dividend allowed or not | An advance can be paid during the year only when the statutory conditions are met |
| § 12. Bodies | With or without a supervisory board | The board has at least three members and, apart from the exception below, is not mandatory |
| § 13. Term of office | Number of years, at least one | Determines when a board member’s mandate expires |
| § 14. Representation | Two members jointly or each one alone | With a multi-member board, decides whether one signature is enough for a contract |
| § 16. Large obligations | Shareholder resolution required or not | Concerns obligations worth twice the share capital |
§ 8. Shares
- Options
- With or without voluntary redemption
- What it changes
- Redemption lets the company acquire a share with the shareholder’s consent and then cancel it
§ 10. Transfer and pledge
- Options
- Requires the company’s consent or does not
- What it changes
- Consent protects against an unknown shareholder, but slows down the sale of shares
§ 11. Capitals and advance
- Options
- Advance on dividend allowed or not
- What it changes
- An advance can be paid during the year only when the statutory conditions are met
§ 12. Bodies
- Options
- With or without a supervisory board
- What it changes
- The board has at least three members and, apart from the exception below, is not mandatory
§ 13. Term of office
- Options
- Number of years, at least one
- What it changes
- Determines when a board member’s mandate expires
§ 14. Representation
- Options
- Two members jointly or each one alone
- What it changes
- With a multi-member board, decides whether one signature is enough for a contract
§ 16. Large obligations
- Options
- Shareholder resolution required or not
- What it changes
- Concerns obligations worth twice the share capital
As of 4 November 2026. The § 12 option with a supervisory board is mandatory in companies with capital above PLN 500,000 and more than 25 shareholders.
Example: why the choice in § 16 matters
With PLN 5,000 of capital, the threshold in § 16 is PLN 10,000. If you choose option A, every contract and every obligation of that value requires a shareholder resolution. A trading company that often buys goods worth more than ten thousand zloty will feel this with every delivery. With one shareholder who is also the president, it is just an extra document, but with several shareholders such a rule gives real control over the board. Both options make sense, just in different companies. Without such a provision in the articles, art. 230 KSH would apply, which requires a resolution in the same case.
In the template you also give the end date of the first financial year, which cannot fall later than 18 months after the company is formed (§ 7 of the template regulation). A company starting in the second half of the year can thus avoid financial statements for a few weeks of activity, if it meets the conditions in art. 3(1)(9) of the Accounting Act (in Polish).
Articles of association with a notary: what you can add
A notarial deed is the basic form of the articles (art. 157 § 2 KSH). It allows you to include provisions the template does not have, but the rule is that anything that differentiates the shareholders must be described in the articles. Special benefits and additional obligations of shareholders must be set out precisely, otherwise they are ineffective towards the company (art. 159 KSH). The most commonly used are:
- A contribution in kind, meaning a non-cash contribution such as equipment or rights (art. 158 § 1 KSH).
- Unequal or preference shares, for example up to three votes per share (art. 174 § 3 and 4 KSH), and a non-proportional profit split (art. 191 § 2 and 3 KSH).
- Pre-emption rights, bans and other restrictions on selling shares (art. 182 § 1 KSH), as well as rules for heirs joining (art. 183 KSH).
- Additional payments by shareholders of a set amount (art. 177 KSH) and recurring non-cash obligations (art. 176 KSH).
- Compulsory redemption of shares on specified grounds (art. 199 § 1 KSH).
- Non-standard rules for appointing the board, terms of office and representation (art. 201 § 4, art. 202 and art. 205 KSH).
This flexibility has its price. There is a notary fee and certified copies, the court fee is PLN 500 instead of PLN 250, and the shareholders must meet at the notary’s office or act through proxies. If standard rules are enough for you, you contribute cash and have no special arrangements, the S24 template is usually enough. If one shareholder contributes money, another know-how and a third is to have a veto, the template cannot describe that.
What the articles do not regulate and what follows from the KSH
A missing provision does not mean a gap, because the KSH has default rules. If the articles are silent, profit is shared in proportion to shares (art. 191 § 3 KSH). A multi-member board represents the company through two members or a member with a commercial proxy (art. 205 § 1 KSH). Resolutions amending the articles are passed by a two-thirds majority (art. 246 § 1 KSH). These rules are worth knowing, because they cover arrangements that are often assumed tacitly and that apply even when nobody has written them down.
Even detailed articles will not replace an agreement between the shareholders, for example on how much time each devotes to the business or what happens when one of them wants to leave. Some shareholders record such arrangements separately, outside the articles.
Amending the articles of a sp. z o.o.
Amending the articles requires a shareholder resolution and an entry in the KRS (art. 255 § 1 KSH). The resolution should be recorded by a notary (art. 255 § 3 KSH), and the change takes effect only after the entry. The exception is a company set up on the S24 template: changes to the variable provisions are made there online on the resolution template (art. 255 § 4 KSH), without a notary. All shareholders then cast their votes (art. 240¹ § 2 KSH), and such a resolution is equivalent to one recorded in notarial minutes.
| How the change is made | Majority | Court fee |
|---|---|---|
| Resolution template in S24 | All shareholders vote, with the majority as in the KSH | PLN 200 |
| Resolution in notarial minutes | 2/3 of votes, a significant change of business objects 3/4 of votes | PLN 250 plus the notary’s costs |
As of 4 November 2026. Art. 246 § 1 KSH, art. 55 of the Court Costs in Civil Cases Act (in Polish).
The template cannot be changed everywhere. The regulation excludes the founders in § 1, cash contributions in § 9 and the end date of the first financial year in § 17(2) (§ 13 of the regulation). Your own provisions that the template does not provide for can only be introduced by a notarial resolution. Before doing so, check that it will not stop the company from using the S24 templates in future. We describe resolutions in detail in our article on shareholder resolutions.
The articles in a ready-made company
All companies in our offer were set up in S24, so their articles are concluded on that system’s template. You can read them before buying, including the options on representation and share transfers. We change the name, address and PKD codes in one application, for which you pay one court fee of PLN 200. In this respect a ready-made company is convenient, because you do not choose everything from scratch. A new company with your own options, on the other hand, is set up as part of company registration.
