Practical Steps to Transfer Shares in a Polish Sp z o.o. Safely

Are you going to transfer shares in a Polish sp z o.o.? Follow the Commercial Companies Code strictly or risk invalidity.
 
Transferring shares in a Polish sp. z o.o. requires a structured process governed by the Commercial Companies Code to ensure legal validity, corporate recognition, and public record accuracy. The procedure safeguards the company, shareholders, and third parties by mandating notarized documentation, formal notifications, and registry updates. One key prerequisite is checking the Articles of Association for restrictions like company consent from the management board or shareholders' meeting, preemption rights for existing shareholders, or unpaid contributions creating joint liability for buyer and seller. Failure to obtain such consent or to notify existing shareholders of preemption rights may render the transaction invalid. Polish commercial law is flexible and user-friendly yet very strict in terms of formal requirements.
 
Checking legal title to the shares is one of the most important points during due diligence. Under Polish law, there must be an uninterrupted chain of valid share transfers; otherwise, title to the shares does not pass. According to the nemo plus iuris principle, you cannot transfer more rights than you actually have.
 
Who is the owner of shares in a Polish sp z o.o.?
 
Share transfers require a written agreement signed by both parties with notarized signatures, proper representation, and compliance with the Articles of Association - including obtaining any necessary consents or observing preemptive rights. Failure to notify shareholders entitled to preemptive rights or to secure required approvals may render the transfer invalid, even if the National Court Register (KRS) has updated the shareholder list.
 
To determine the actual ownership of shares in a Polish sp. z o.o., it is often necessary to conduct a due diligence review and examine all share transfer documents to confirm their validity and effectiveness in light of the company’s Articles of Association. The validity of such transfers must be verified with respect to the required legal form, proper representation, and any necessary consents, approvals, or permits.
 
Foreign entities or non-Polish notaries complicate validity, often requiring apostille. Not only the share transfer document must be signed by both parties with notarized signatures but any foreign or domestic power of attorney for a person who is going to sign the share sale agreement must be executed with notarized signatures. Due diligence must review all documents for form, representation, and approvals to confirm effective transfer.
 
What is the legal form required for the valid transfer of shares in a Polish sp z o.o.?
 
Article 180 § 1 of the Polish Commercial Companies Code (Kodeks spółek handlowych) provides that any transfer of shares in a Polish sp. z o.o. - whether by sale, donation, exchange, or pledge - must be made in writing with signatures certified by a notary. Accordingly, the exact date of the share transfer can be clearly established (as the date of confirmation by the notary) and cannot be altered afterward.
 
Failure to comply with this formal requirement renders the share sale agreement invalid, meaning that ownership of the shares does not pass to the transferee.
 
What specific language should a share sale agreement include in Poland?
 
Typical provisions in a contract between seller and buyer:
 

• Parties’ identification: Full details of the seller, the buyer, and the company.
• Share description: Number of shares (e.g., “X shares”), nominal value, percentage of share capital, and voting rights.
• Sale and purchase clause: Clear declaration (e.g., “The Seller sells and the Buyer purchases X shares for a total price of PLN 1,000”).
• Price and payment terms: Amount, currency, due date, and payment method (e.g., “by wire transfer within 7 days”).
• Standard representations and warranties regarding the shares: (e.g., “The Seller is the sole owner of the shares, which are free from any encumbrances, third-party rights, or liens; all contributions have been fully paid”).
• Standard representations and warranties regarding the company and its business: (e.g., “All information disclosed during due diligence is true and accurate, and there are no undisclosed adverse matters”).

 
When the permit from the Minister of Interior is required for the purchase of shares in a Polish sp z o.o.?
 
Polish law under the Law of 1920 on the Acquisition of Real Estate by Foreigners mandates a permit for non-EEA foreigners acquiring shares in Polish companies (including sp. z o.o.) that own or have perpetual usufruct of real estate. This applies if the acquisition results in control of the company or if the company is already foreign-controlled and shares are bought by a non-existing shareholder.
 
Signing the share sale agreement without the permit from the Minister of Interior renders this transaction invalid.
 
Conclusion
 
If you do not strictly follow the provisions of the Commercial Companies Code when selling shares, you risk the transaction being invalid. You may not even realize that the transaction is void, as neither the notary nor the court verifies immediately whether everything has been done properly and in accordance with the law. The only sensible approach is full awareness and an understanding that the sale of shares, although seemingly straightforward at first glance, often conceals layers of complexity.