Changing a company’s address or registered seat is one of the fundamental business decisions that may be made during the course of its operations. However, the documentation requirements and procedures involved differ significantly.
In this article, we explain:
the difference between a registered seat and a registered address,
what steps are required to change a company`s registered seat,
how to change a company`s address.
One of the first decisions entrepreneurs must make when establishing a company is choosing its registered seat and address. From a business perspective, when selecting a company’s registered seat and address, entrepreneurs typically consider factors such as:
the type of business activity they conduct,
their target customer base,
the products or services they offer, and even
the prestige of the location.
Registered seat vs. address
At the outset, it is important to note that a company’s registered seat and address are two distinct concepts and involve different obligations when a change is made. Under the Polish Commercial Companies Code, the company’s registered seat must be specified in its articles of association or deed of incorporation.
The Polish Civil Code defines the registered seat of a legal entity as the locality (city or town):
indicated in its constitutional documents, or
where its management body is located.
Therefore, a company’s registered seat is simply the locality in which it is based.
The company’s address, on the other hand, refers to the specific location within that locality. It is not specified in the company’s articles of association. Instead, it is disclosed in the National Court Register (KRS) and serves as the company’s correspondence address.
Change of registered seat
To change a company’s registered seat, it is necessary to:
amend the articles of association, and
register the change with National Court Register (KRS).
What about amendments to the articles of association?
The method of amending the articles of association depends on the form in which they were originally executed.
In some cases, it is sufficient to execute a written amendment to the agreement. This is possible for companies whose agreements were originally concluded in ordinary written form, including:
general partnerships,
professional partnerships,
civil law partnerships.
However, where the company’s articles of association were originally executed in another form, namely:
where incorporation requires a notarial deed, or
where real estate has been contributed as in-kind contribution,
the amendment must also be made in the form of a notarial deed.
The procedure for adopting the relevant resolution varies depending on the type of company involved.
Limited liability company (sp. z o.o.)
Any amendment to the articles of association of a limited liability company must be adopted at a shareholders’ meeting, the minutes of which must be prepared by a notary public.
As a rule, the shareholders’ meeting takes place at the company’s current registered seat. However, it may be held elsewhere if:
the articles of association allow for it, or
all shareholders have given written consent to hold the meeting outside the registered seat.
Steps required to amend the articles of association
To amend the articles of association of a limited liability company, the following steps must be taken:
convene a shareholders’ meeting,
adopt a resolution amending the articles of association,
adopt a resolution approving the consolidated text of the articles of association,
file the change of registered seat and amended articles with the KRS.
The resolution should be adopted by a two-thirds majority of votes, unless the articles of association impose more stringent requirements.
Change of address
Changing only the company’s address involves fewer formalities and less documentation than changing the registered seat.
To change the address, it is necessary to:
adopt a resolution changing the address, and
submit the change to the KRS together with the relevant application for amendment of company data.
Resolution on the change of address
The resolution changing the company’s address is adopted by:
the management board in capital companies, or
the partners in partnerships.
The resolution is adopted in written form.
Effective date of the change
The resolution may provide that the change becomes effective:
on the date of adoption, or
on a future date specified in the resolution.
Where a specific effective date is indicated, the application to the KRS should not be filed before that date. Otherwise, there is a risk that the registry court may consider the application premature and dismiss it.
Application for amendment of data in the KRS
After adopting the resolution on the change of address, the company has 7 days to notify the KRS.
The application should include:
the resolution changing the address,
statements of management board members regarding their service addresses, if these have also changed,
statements of persons appointing management board members regarding their service addresses, if these have also changed,
where the management board is appointed by another company, statements of members of that company’s governing bodies regarding their service addresses, if these have also changed.
Companies incorporated through the S24 portal
The procedure is slightly different for companies incorporated through the S24 online registration system.
If the company was incorporated via S24 and no amendments requiring a notarial deed have been made since incorporation, the articles of association may still be amended electronically.
In such cases, resolution templates are available directly within the system.
Adopting a resolution in S24
To make the change, the appropriate resolution should be selected from the company’s documentation:
amendment of the articles of association – to change the registered seat,
change of address – to change the address.
The next step is to complete the template with information regarding:
which provisions of the articles of association are being amended,
their wording after the amendment,
the new company address.
Users should bear in mind that not all documents required for the application may be available within the system. In such cases, additional documents must be prepared separately and uploaded.
Once all documents have been signed electronically, they can be attached to the application submitted through the system.
Order of signatures
It is important to maintain the correct sequence of signatures. Since electronic signatures indicate the exact date and time of signing, when changing both the registered seat and address, the documents should be signed in the following order:
first, the resolution amending the articles of association,
then, the resolution changing the address.
How can we help?
TGC Corporate Lawyers provides comprehensive legal support to entrepreneurs, including:
drafting corporate documentation and handling company incorporations, dismissals, appointments and amendments to the articles of association,
preparing documentation required for a change of company addresses,
filing applications with the National Court Register (KRS),
representing clients in proceedings before KRS.
Summary
Although the terms “registered seat” and “address” are often used interchangeably, they have different legal meanings and involve different formal requirements. The registered seat refers to the locality indicated in the company’s constitutional documents or resulting from the location of its management body, whereas the address refers to the specific location within that locality.
As a rule, changing the registered seat requires an amendment to the articles of association and registration of the change in the KRS, often involving additional formalities, including the preparation of a notarial deed. By contrast, changing only the company’s address is a much simpler process, as it does not require amendments to the articles of association and only involves adopting an appropriate resolution and registering the change.
Before deciding to relocate, it is worth determining whether only the office location is changing or whether the company is also moving to a different locality constituting its registered seat. This will help ensure that the correct documentation is prepared, formal errors are avoided, and the registration process proceeds smoothly.
