What are the Articles of Association and what function do they serve?
The Articles of Association (AoA) constitute the most important document regulating the operation of your capital company. It defines the relationships between shareholders, the powers of the bodies, and the principles of liability, and it also forms the basis for entry into the National Court Register (KRS).
The Articles of Association in light of the Code of Commercial Companies
The Code of Commercial Companies regulates the creation, functioning, and dissolution of commercial companies, including limited liability companies. The Articles of Association are the founding act without which the company will not come into existence, and their content must comply with the provisions of the Act.
In practice, the Articles of Association act like your company’s constitution. They determine who decides on money, who represents the company, and how to resolve conflicts. Therefore, a template from the Internet without adaptation to your situation can do more harm than good.
Articles of Association vs. Statute – how does an LLC differ from a joint-stock company?
In a limited liability company, we speak of “Articles of Association” (Umowa spółki), while in a joint-stock company, we speak of a “Statute”. However, the mechanism is similar – both documents define the rules of the company’s operation, but in an LLC, it is usually easier to tailor them to the needs of the shareholders.
If you are a foreigner, the Articles of Association are also the main document analyzed by the bank, the tax office, and potential investors. Content that is too general can make it difficult to open an account, obtain financing, and sell shares.
What elements of the Articles of Association are mandatory in 2026?
The Act precisely indicates what must be included in the Articles of Association of a Sp. z o.o. The absence of these elements entails the risk of refusal of registration in the KRS or the need for corrections at a notary.
Mandatory content of the Articles of Association
Article 157 of the Code of Commercial Companies indicates six mandatory elements of the Articles of Association of a limited liability company. These are: the business name and seat, the object of activity, the amount of share capital, information on whether a shareholder may have more than one share, the number and nominal value of shares taken up by individual shareholders, and the duration of the company, if marked.
- Business name and registered office – full name with the designation “spółka z ograniczoną odpowiedzialnością”.
- Object of activity – based on PKD codes, but described in the language of the Act.
- Share capital – amount in PLN, divided into shares.
- Number of shares and their value – assigned to each shareholder.
- The principle of one or multiple shares per shareholder and the possible duration of the company.
Minimum share capital and share value in 2026
The minimum share capital of a Sp. z o.o. in 2026 is PLN 5,000. The nominal value of one share cannot be lower than PLN 50, and shares cannot be taken up below their nominal value.
You can, of course, enter a higher capital in the agreement if you want to present the company better to a bank or contractors. However, remember that higher capital also means a higher PCC tax (Tax on Civil Law Transactions) on the company agreement.
Form of the agreement: notarial deed or S24 template?
The rule is to conclude the Articles of Association in the form of a notarial deed. However, the Code allows concluding the agreement using a template in the S24 ICT system, using a qualified signature, trusted profile, or personal signature.
The paper form at a notary gives full freedom to draft provisions. The S24 template speeds up the process and lowers costs but significantly limits the ability to tailor the content to your situation and relationships between shareholders.
Is it worth using only the S24 template when setting up a company?
The S24 template is a good solution for simple structures and one or two shareholders. However, if you have an investor, a complicated structure, or foreigners on the board, an individual agreement prepared at a notary with the help of an advisor will be better.
How does the S24 system work in practice?
In the S24 system, you conclude the agreement by filling out an electronic template and signing it electronically. The S24 portal also allows you to immediately submit an application for entry of the company into the KRS, but only if you use this specific contract template.
All shareholders must have active accounts in the system and the ability to sign electronically. The deadline for sending documents to the court is short, so errors in data may require signing the agreement again.
Limitations of the S24 template you must remember
The S24 template contains only basic provisions. You will not add extensive clauses on the disposal of shares, minority rights, vesting of shares, or shareholder exit mechanisms there.
In practice, entrepreneurs often set up a company in S24 and then change the agreement in a notarial deed. However, this means additional costs, a visit to a notary, and formalities related to updating the entry in the KRS.
At Progress Holding, we analyze whether S24 makes sense in your situation or if it is safer to draft a full agreement at a notary right away. Thanks to this, you avoid double costs and corrections after registration.
What additional provisions are worth adding to the Articles of Association?
Apart from mandatory elements, you can introduce a number of provisions protecting shareholders and the company. It is these clauses that determine what happens in a conflict, during the sale of shares, or the departure of a shareholder.
Provisions regarding the disposal of shares
The Code of Commercial Companies allows shares to be freely disposed of, but the agreement may introduce restrictions. You can make the sale of shares dependent on the company’s consent, introduce a right of priority or a right of first refusal for existing shareholders.
In practice, it is good to clearly define the sales procedure: who gives consent, within what time frame, and on what terms. The lack of such provisions favors conflicts and the blocking of transactions by dissatisfied shareholders.
Company financing: surcharges, loans, capital increase
In the agreement, you can introduce shareholder surcharges (dopłaty), which increase the company’s financing without changing the share structure. It is also worth describing the rules for granting shareholder loans and the conditions for their repayment.
You can additionally specify in which situations the share capital is increased and who takes up new shares. Do existing shareholders have priority, or can the company invite an outside investor?
Protection of minority shareholders and individual rights
The agreement may grant specific shareholders special rights, e.g., the right to appoint one board member. You can also introduce an extended right of control or veto power in certain matters.
Such provisions are particularly important when there are financial or minority investors in the company. They help them maintain influence over strategic decisions despite holding a smaller stake.
How to regulate relationships between shareholders and the management board in the agreement?
The Act itself indicates the general principles of operation of the management board and the shareholders’ meeting. However, the Articles of Association allow you to determine very precisely who decides on what matters and what voting thresholds are required.
Principles of company representation and composition of the management board
In the agreement, you specify how many members the management board has and how the company is represented. You can decide that a single-person board acts independently or that with several members, two signatures are required.
With foreigners on the board, it is worth indicating the rules of substitution and the way of using powers of attorney. Banks and contractors read these provisions carefully before concluding serious contracts with your company.
Competencies of the shareholders’ meeting beyond the statutory minimum
The Act lists a catalogue of matters reserved for the competence of the shareholders’ meeting. The agreement may expand this catalogue, transferring to the meeting, for example, decisions on taking out large loans or selling significant assets.
In practice, many shareholders expand the competencies of the meeting to limit the risk of independent decisions by the board in strategic matters. Well-described amount thresholds help avoid disputes about what constitutes a “significant transaction”.
Voting thresholds and preventing decision-making stalemates
Standardly, resolutions are passed by an absolute majority of votes, and changing the agreement requires a two-thirds majority. However, you can introduce higher thresholds or special rules for counting votes in certain matters.
For companies with two equal shareholders, it is worth thinking about deadlock mechanisms. You can provide for mediation, arbitration, or a share buyback procedure in the event of a prolonged conflict.
How do the Articles of Association affect taxes and company formation costs?
The content of the agreement does not change income tax rates, but it affects the PCC tax and subsequent tax consequences. The amount of capital, the type of contributions, and the structure of surcharges determine how much you will really pay to the tax authorities.
PCC tax on the company agreement in 2026
The Articles of Association of a Sp. z o.o. are subject to tax on civil law transactions (PCC) at a rate of 0.5% of the tax base. The base is, in principle, the value of contributions made to the company, and you usually submit the PCC-3 declaration within 14 days from the creation of the tax obligation.
High share capital means higher PCC, but it can be beneficial in contacts with banks and investors. You can also locate part of the contributions in other capitals (agio), which sometimes better balances security and costs.
Cash and non-cash contributions vs. content of the agreement
If you make in-kind contributions (aport), the agreement must describe them precisely. This concerns the type of component, its value, and the number of shares taken up in return.
For unusual in-kind contributions – such as trademarks, software, or know-how rights – it is good to consult the content of the agreement with a tax advisor and a lawyer. Thanks to this, you avoid disputes with the tax office regarding the scope of the contribution and its value.
Impact of the company agreement on current tax settlements
Provisions on surcharges, loans, and dividends affect when you pay taxes and in what amount. Example: surcharges are not tax revenue for the company, but their return may have consequences for the shareholder.
Well-prepared Articles of Association of a Sp. z o.o. harmonize with the company’s tax and financial policy. At Progress Holding, we design provisions so that they do not generate unnecessary tax burdens in the future.
What does it look like in practice? Progress Holding experience
At Progress Holding, we have been preparing Articles of Association for limited liability companies for years for Polish entrepreneurs and foreigners investing in Poland. We combine legal, tax, and business perspectives, thanks to which the company agreement realistically supports business development.
What do we see in over 500 LLC agreements from 2018–2025?
Based on over 500 drafts of Sp. z o.o. agreements, we see that three areas generate the most problems. These are share disposal, board-shareholder relations, and the lack of exit mechanisms from the company.
In practice, disputes almost never arise from the lack of mandatory elements of the agreement. The source is imprecise or completely omitted additional provisions, especially with several shareholders with different goals and investment horizons.
Most common mistakes we observe in company agreements
- Concluding an agreement in S24 with a complicated structure of shareholders and subsequent costly corrections at a notary.
- Lack of regulations regarding share disposal, priority rights, and protection of minority shareholders.
- Unclear rules of company representation, which makes it difficult to sign contracts with banks and contractors.
- Lack of regulation of the situation of a shareholder’s death, divorce, or desire to exit the company by one shareholder.
How do we work on the company agreement for foreigners?
For foreigners, we usually prepare bilingual agreements, with a clearly indicated prevailing version. We ensure compliance with Polish law while maintaining understandable language for foreign investors.
We also help in the entire process: from the draft agreement, through the visit to the notary, to company registration and implementation of accounting services. Thanks to this, you do not have to coordinate the notary, translator, accountant, and lawyer yourself.
Frequently asked questions
Below you will find answers to the questions that entrepreneurs ask most often when we prepare the Articles of Association for a Sp. z o.o. for them. You can treat this section as a short checklist before visiting a notary.
Can I change the Articles of Association after registration?
Yes, you can change the company agreement by a resolution of shareholders in the form of a notarial deed. Then you submit an application for a change in the KRS, and after entry, the new provisions come into force.
Do I always need a notary to change the company agreement?
In principle, yes, because a change in the agreement requires maintaining the form provided for its conclusion. The exception involves changes made in S24 for agreements concluded on the template, but even there you act within the strictly defined limits of the template.
Can I immediately conclude a very simple agreement and clarify the rest with regulations?
Regulations can clarify many issues, but they will not replace the provisions of the agreement in key matters. Doubts are always resolved by the Articles of Association and the Code of Commercial Companies, not by internal regulations.
Can a minority investor have more influence than results from the number of shares?
Yes, you can grant them special rights in the company agreement. For example, the right to appoint a board member, veto power in key matters, or extended access to information.
Can Progress Holding prepare a draft company agreement for a foreigner?
Yes, we prepare drafts of Sp. z o.o. agreements in Polish and English, taking into account CCC requirements and banking practice. We also coordinate cooperation with a notary, help with KRS registration, and launch accounting services for your company.
Well-prepared Articles of Association of a Sp. z o.o. in 2026 mean real security for you, your partners, and investors. It is worth taking the time to think through provisions on share disposal, representation, financing, and exit from the company, instead of putting out fires later in a conflict situation. Do you need professional support? Contact us at Progress Holding at +48 603 232 418 or by email office@progressholding.pl.
