Company agreements and meeting minutes

We draw up articles of association, minutes of shareholder meetings, share sale agreements and submissions to enforcement for businesses, including foreign-owned companies. Meetings can be minuted at our office or at the company’s premises.

Articles of association

A notarial deed is required for the articles of association of a limited liability company (sp. z o.o.), a simple joint-stock company (P.S.A.), a limited partnership and a limited joint-stock partnership, as well as the statute of a joint-stock company. A sp. z o.o. can be set up online in the S24 system, but only on a fixed template. If the shareholders want preference shares, restrictions on selling shares or their own rules of representation, a notarial deed is needed.

Shareholder meetings

Some resolutions must be minuted by a notary, in particular amendments to the articles, increasing or reducing share capital, mergers, divisions, transformations and dissolution of a company. Send us the draft resolutions and we will prepare the draft minutes; after the meeting we issue the copies needed for the National Court Register (KRS).

Foreign shareholders

A foreign company or person acting through a representative needs a valid power of attorney and documents confirming the right to represent the company, usually with an apostille and a sworn translation. Send them to us in advance so we can check them before the meeting.

Notarial deeds in Poland are always drawn up in Polish. We are happy to talk to you in English, but if you do not speak Polish well enough to follow the deed, a sworn translator has to be present when it is signed. Let us know in advance and we will help arrange one.

Frequently asked questions

Does a sp. z o.o. have to be set up at a notary?

Yes, with one exception: the company can be registered online through S24, but then the articles are a fixed template. Any individual provisions require a notarial deed.

Which shareholder resolutions must be minuted by a notary?

Among others, amendments to the articles, changes to share capital, mergers, divisions, transformations and dissolution. We minute meetings of shareholders of limited liability companies and general meetings of joint-stock companies.

What is a submission to enforcement?

A notarial deed in which a debtor agrees that the creditor may enforce the debt without a lawsuit. It is often used for leases, loans and commercial transactions.