Amending the articles of association – how to do it and when does it take effect?

When is it necessary to amend the articles of association of a limited liability company?

The articles of association are the basic document establishing a company. There are situations when it becomes necessary to amend the articles of association. There are many such situations, and it is impossible to list them all.

The articles of association must be amended in the event of an increase or decrease in the share capital, a change in the amount of the partners' shares, or the withdrawal of a partner or the entry of a new partner into the company. It is also necessary to amend the articles of association of a limited liability company in the event of a change of name, business activity, or changes in the management board or supervisory board. An amendment to the articles of association is also necessary in the event of a relocation, i.e., a change in the company's registered office.

As I have pointed out, these are only some of the situations in which the articles of association must be amended.

Amending the articles of association of a limited liability company – required steps

Amending the articles of association is a formal procedure, as the articles of association are a kind of constitution. If the amendment to the articles of association must be accompanied by an amendment to the company's statutes, the procedure begins with an appropriate resolution of the shareholders or the management board. Next, a draft amendment to the articles of association must be prepared and put to a vote at a shareholders' meeting. After signing the new agreement, the amended articles of association must be registered in the National Court Register. That is a brief overview of the process.

How can the articles of association of a limited liability company be amended?

However, the amendment of the articles of association will vary depending on the complexity of the agreement and the statutes.

Amending the articles of association of S24 – a convenient online method

In S24, you can only amend a company agreement that has been registered in this system. After logging into the system, select the appropriate form related to the amendment you want to make, fill it in, attach the required documents (text of the amended agreement, shareholders' resolution, etc.). Then sign and submit the form. Once the form has been approved by the S24 system, you must pay the required fee. The amendment to the articles of association will be reviewed, which may take some time.

Amendment to the articles of association – notary public and shareholders' resolutions

If the company was registered in the traditional, paper-based manner, with the assistance of a notary public, then any amendments to the articles of association must be made in the same way. Amending the articles of association of a limited liability company in the traditional manner begins with expressing such intent, i.e., adopting a resolution by the competent body, such as the supervisory board or the shareholders' meeting. Based on this resolution, new articles of association must be prepared. Amendments to the articles of association must be approved by the competent body, such as the shareholders' meeting. The next step is to visit a notary public to sign a notarial deed containing the amendments to the articles of association. All that remains is to submit the new articles of association to the registry court, enter the changes in the documents, and notify the relevant authorities and partners.

When does the amendment to the articles of association take effect?

Amendments to the articles of association must be registered in the National Court Register. This register is public, which means that the amendments are announced and, consequently, become effective at that moment. An exception may be a situation where the amended articles of association specify a specific date on which the amendments come into force.

Important deadlines when amending the articles of association of a limited liability company.

When amending the articles of association, it is important to register the new articles of association with the National Court Register (KRS). As a rule, this should be done within seven days of the adoption of a resolution by the management board or shareholders' meeting. Certainly, one cannot wait indefinitely to report an amendment to the articles of association. Six months after the resolution on the amendment to the articles of association is adopted, if it has not been registered with the National Court Register, the amendment becomes ineffective, has no legal effect, and is as if it did not exist.

Does a change to the articles of association need to be reported to the tax office?

As a rule, amendments to the articles of association of a limited liability company or other types of companies do not need to be reported if they are submitted to the National Court Register (KRS), as they are automatically forwarded to the tax office, the Social Insurance Institution (ZUS), and the Central Statistical Office (GUS). However, if the amendments to the articles of association of a limited liability company or other company cover areas not disclosed in the National Court Register, the company must report them to the tax office itself. It has seven days from the date of the change to do so.

Biznes Spot ready-made limited liability companies for sale. At the same time, we provide comprehensive consulting services or assistance in further formal proceedings related to the company purchased from us.

What does changing a company name involve – practical instructions

The name of the company is one of the mandatory elements of the articles of association. Therefore, the procedure for amending the articles of association to change the name of the company is one of the most important.

The process of changing a company name begins with a meeting of the management board or shareholders and the adoption of a resolution on the change. In most companies, adopting a resolution is sufficient and a notarial deed is not necessary. The change must be reported to the National Court Register and other company documents must be updated.

Biznes Spot provides advice and assistance if you are confused by Polish regulations. Contact us.