Amendment to the articles of association of a limited liability company step by step

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There are situations in the life of the company that cause the content of the contract initially concluded to be changed. Such a situation may take place in the case of a change of shareholders, registered office or company name, as well as in the case of changes in the rules of functioning of the company's bodies or introducing share privileges. Shareholders should be familiar with the procedure for making changes to the contract. In particular, they must know that each change to the articles of association requires a resolution and an entry in the register. There will also be a notary public.

Amendment of the articles of association of a limited liability company - convening an assembly

An amendment to the articles of association requires a resolution of the shareholders, and these are usually adopted at the shareholders' meeting. Therefore, in the first place, changes to the provisions of the articles of association require the convening of a shareholders' meeting. Shareholders should be informed about the planned event by letter at least two weeks before. Notifications may also be sent electronically, however, such a form requires the written consent of a given partner.

It is also possible to adopt a resolution to amend the articles of association without the need to formally convene a shareholders' meeting. Then two conditions must be met:

  • all shareholders of the company's share capital will come;

  • no one will raise objections to the organization of the meeting or putting particular items on the agenda.

It is enough that one of the conditions is not met and the resolution cannot be passed without the formal convening of the shareholders.

Amendment of the articles of association of a limited liability company - adopting a resolution

Pursuant to the provisions of the Code of Commercial Companies, resolutions concerning, inter alia, the company's articles of association are amended by a ⅔ majority of votes. However, if the amendment to the contract would involve a significant modification of the company's business, it would be necessary to obtain a majority of ¾ votes.

Additional regulations are also provided for a resolution amending the articles of association, increasing the benefits of the partners or limiting the participation rights or rights granted personally to individual partners. Taking it up requires the consent of all the partners it concerns.

Of course, stricter requirements in relation to adopting resolutions concerning amendments to the content of the articles of association could be specified by the partners in the original content of the company's articles of association. Therefore, if such have been identified, they should be taken into account.

The scope of the change

Number of votes needed to make changes *

Any amendment to the articles of association (two exceptions)

⅔ votes

A significant change in the subject of activity

¾ votes

Increasing the benefits of the partners or reducing the share rights or the right granted personally to individual partners

consent of all partners affected by the change

Change of the articles of association in organization

consent of all partners - unanimity

* represented shares are not relevant, unless the articles of association state otherwise

Amendment of the articles of association of a limited liability company - changing the content requires the presence of a notary

Pursuant to Art. 255 §3 of the Commercial Companies Code, a resolution adopted by the partners to amend the content of the articles of association of a limited liability company should be included in the minutes drawn up by a notary public. The minutes in the form of a notarial deed should include the content of the resolutions - taking into account the voting result and the attached attendance list (it does not have to be confirmed by a notary).

The requirement to include a resolution on changing the content of the articles of association in the minutes drawn up by a notary is absolutely necessary and cannot be omitted.

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Amendment of the articles of association of a limited liability company - registration and announcement

In addition to adopting the resolution, the provisions require registration of the amendment to the contract in the National Court Register. For this purpose, the partners submit the KRS-Z3 form - an application for changing the entity's data in the register of entrepreneurs. Part C of the proposal is used to identify the issues affected by the contract amendment. Since the change should be made with the participation of a notary, in the C5 field of the application registering the changes in the articles of association, information on the notarial deed is indicated (e.g. date of preparation, notary public, number of the register, numbers of the amended, deleted or added paragraphs in the contract).

The application is accompanied by the minutes of the shareholders' meeting and the new, uniform text of the articles of association. In order for the registration of changes in the National Court Register to be taken into account, it is also necessary to attach a confirmation of the fees paid - court fee (PLN 250) and for the announcement of the change in the Court Monitor (PLN 250).

Thanks to the one-stop-shop procedure, in situations where the amendment to the company's articles of association concerns the company's application data, e.g. the name, when submitting the KRS-Z3 form, additional forms should be submitted to the tax office (NIP-2), the main statistical office (RG-1) and at the plant social insurance (ZUS-ZPA). The court will provide information about the changes to individual institutions.

Notification of a change in the National Court Register should take place within 7 days from the date of adopting the resolution on the change. The deadline is after 6 months. If the change is not reported to the court within six months, the adopted resolution will be ineffective.