What to Do If a Share Transfer in a Polish sp. z o.o. Is Invalid

When selling shares in a sp. z o.o., it is crucial to comply with the required form: a written agreement with signatures certified by a notary (Article 180 KSH). Failure to meet this requirement results in the transaction being invalid. At the same time, you must verify any restrictions in the company’s articles of association, such as a requirement for the company’s consent to the transfer of shares or other transferability limitations.
 
What should a Polish share purchase agreement include?
 
At a minimum, a share purchase agreement should include:

• identification of the parties and proof of authority (including corporate representation, corporate approvals, and powers of attorney),
• a precise description of the shares being sold (number and nominal value of shares and their total value),
• the purchase price and payment terms,
• the moment title to the shares transfers (usually upon signing, unless the parties make the transfer subject to a condition or a term),
• the parties’ statements that there are no legal obstacles to the transfer,
• final provisions (governing law, jurisdiction clause, confidentiality etc.).

 
What happens if, despite taking all reasonable precautions and acting conscientiously, something goes wrong and the share purchase agreement is invalid? What should be done in that situation? The solution is not straightforward and, most importantly, the passage of time will not cure the defect. You cannot simply wait, say, ten years, and hope that the problem will resolve itself.
 
How can an invalid share transfer be corrected?
 
If the share purchase agreement for a Polish sp. z o.o. turns out to be invalid, the transfer of shares is generally ineffective: the seller remains the legal owner, the buyer does not become a shareholder, and corporate rights (voting, dividends) stay with the seller. The practical response is as follows: (1) diagnose the defect – do not be misled by the fact that KRS has approved the new owner, and (2) cure or re‑do the transfer in the correct form.

The safest approach is to re‑sign the SPA (or execute a confirmatory deed) in the required form - i.e. in writing with notarised signatures - thereby correcting all errors. The transfer takes effect from the date of proper confirmation and does not operate retroactively. The entire process must be carefully planned and executed, taking into account ancillary matters such as the tax declaration and the entry in the share register.