Registered address of a sp. z o.o.: seat, court, tax office and changing the address

The address of a sp. z o.o. is the street, number and town entered in the KRS, while the seat (siedziba) is just the town stated in the articles of association. The seat determines the registry court, the address of the seat determines the tax office, and changing the address within the same town does not require amending the articles, only a board decision and an application to the KRS.

The two terms are often confused, and the difference has practical consequences. It decides who votes on the change, whether a notary is needed and where letters are sent. Below we explain it step by step, including how the address works in a ready-made company from our list.

Seat versus address of a sp. z o.o.

The seat of a legal person is the town where its management body is based (art. 41 of the Civil Code, in Polish), and the articles must state it (art. 157 § 1(1) KSH, in Polish). The address only appears in the filing with the registry court (art. 166 § 1(1) KSH) and in the KRS (art. 38(1)(c) of the KRS Act, in Polish). So you do not have to put the street in the articles, and thanks to that a move within one city does not change the articles.

A Warsaw example shows the difference well. A company moves from Wola to Śródmieście. The seat is still Warsaw, so the articles do not change. Only the address changes, but with it the tax office, because each of these districts has a different head of tax office. If the same company moved to Kraków, the seat would change, and therefore the articles, the registry court and the tax office.

The seat and address are public, because anyone can check them in the KRS. These details must also be given on the company’s letters, orders and website, together with the registry court, KRS number, NIP and share capital (art. 206 § 1 KSH).

What depends on the address of a sp. z o.o.

Choosing an address is more than an image decision. Three practical matters depend on it.

The registry court

Registration matters are handled by the district court competent for the seat entered in the register (art. 694² of the Code of Civil Procedure, in Polish). A company seated in Warsaw is handled by the District Court for the Capital City of Warsaw, in a commercial division of the KRS.

The tax office

The competent tax authority is, as a rule, determined by the address of the taxpayer’s seat (art. 17 § 1 of the Tax Ordinance, in Polish). It is the address, not just the town, that determines the tax office in large cities. Tax returns go to that office and, if the company registers for VAT, so does the VAT-R filing.

Court service

Court letters for the company go to the address in the KRS, unless it gives another address for service (art. 133 § 2² of the Code of Civil Procedure). If the company has changed its address and has not disclosed it in the register, the letter remains in the case file with the effect of service, unless the court knows the new address (art. 139 § 3 of the Code of Civil Procedure). This means a case can proceed without your knowledge and the deadline to respond can pass. So someone must collect the mail at the address. Separately, the company has an address for electronic service, also entered in the KRS (art. 38(1)(c)). A virtual office handles paper mail, but it does not replace keeping an eye on the e-Delivery mailbox.

What address can a sp. z o.o. have

The KSH does not require the company to have its own office. The address can be premises bought or rented, a shareholder’s flat or a virtual office, as long as the company has the right to use it and actually receives mail there. Each option has different consequences.

With VAT, it is worth having realistic expectations. A virtual address alone does not rule out registration (Provincial Administrative Court in Kraków, I SA/Kr 516/16), but the office looks at the whole picture: whether the business is genuine, whether the details are consistent, whether the company has a right to the address and whether it can be contacted. The head of the tax office removes a taxpayer from the VAT register, among other cases, when there is no contact with them or they do not respond to summonses (art. 96(9) of the VAT Act, in Polish). That is why up-to-date details and collecting mail matter, not the type of address itself.

The address after buying a ready-made company

All of VKANCELARIA’s ready-made companies are seated in Warsaw, in Wola or Śródmieście, at addresses belonging to our group. The address does not pass to the buyer together with the shares, so one decision has to be made at the purchase. You can keep it by signing a virtual office agreement for that address. Or you can change it straight away to any other address, including outside Warsaw. There is no third option, because the company cannot remain at an address it has no right to use.

Changing the address is included in the price of the company, just like changing the name and PKD codes, and the court fee is PLN 200, a single fee however many changes the application contains. So the cheapest option is to combine all changes in one application. If you do not yet know your final address, you can stay at the current one under an agreement and change it later. Current companies and their districts are on the list of ready-made companies.

How to change the address of a sp. z o.o. step by step

If the town does not change, the shareholders do not have to pass any resolution, unless the articles provide otherwise. The board handles the matter.

1. Secure the right to the new address, for example with a lease or a virtual office agreement, so that it applies from the day of the change.
2. Pass a board resolution changing the address. In a company set up on the template, this can be done in S24 on the resolution template, signed with a qualified, trusted or personal signature (art. 208 § 9–11 KSH).
3. File an application with the KRS within 7 days of the resolution (art. 22 of the KRS Act). The fee is PLN 200 for a resolution on the S24 template and PLN 250 outside S24 (art. 55 of the Court Costs Act, in Polish). Applications are filed electronically.
4. After the entry, check the current extract. KRS data passes to the tax office automatically, and the NIP-8 filing only concerns supplementary details, such as where the records are kept (art. 5(2b) and art. 9(1) of the NIP Act, in Polish).
5. Check whether VAT-R needs updating. A change of details is reported within 7 days, and the obligation does not apply when the change concerns only details updated under the NIP Act and does not change the competent tax office (art. 96(12) of the VAT Act).
6. Update the details at the bank, at ZUS, on invoices, in contracts and on the website.

The last point is easy to put off, and it causes the most trouble. Business partners and offices will write to the address they know. If the old address is a virtual office, it is worth extending the agreement by a month to catch any outstanding mail.

Changing the seat of a sp. z o.o.

Changing the town means amending the articles. A shareholder resolution passed by a two-thirds majority is needed (art. 246 § 1 KSH), and an entry in the KRS (art. 255 § 1 KSH). The resolution is recorded in notarial minutes or, when the articles were concluded on the template, adopted on the S24 template (art. 255 § 3 and 4 KSH). After a change of seat, the CRBR must also be updated within 14 working days of the change in the KRS, because the seat is one of the details reported there (art. 59(1)(c) and art. 60(1a) and (2) of the Anti-Money Laundering Act, in Polish). We describe both routes in detail in our article on shareholder resolutions.

When the tax office changes during the year, as a rule the office competent on the first day of that year or settlement period remains competent for it (art. 18 § 1 of the Tax Ordinance). This means that for a while returns may go to two offices, depending on the tax. It is worth settling this with your accountant before the change. If you are looking for an address for your company, see the virtual office within our group, and the company’s accounting can be handled by VKSIĘGOWOŚĆ.