Updating shareholder or management board data in Poland’s National Court Register (KRS) is done entirely online — through either the S24 system or the Court Register Portal (PRS). Which platform you use depends on how your company was originally incorporated. As a rule, changes must be filed within 7 days of the triggering event, along with a shareholders’ resolution and declarations from newly appointed board members.
What is the difference between S24 and the PRS portal?
S24 is a dedicated online system from Poland’s Ministry of Justice, available only to companies that were incorporated through S24 using a standard articles template. PRS (Portal Rejestrów Sądowych) handles all other companies — those incorporated by a notary or those that have at any point amended their articles outside of S24.
The rule is straightforward: if your company was set up through S24 and its articles have never been amended by a notary or through PRS, you continue filing all KRS changes via S24. If a notary or PRS was ever involved in an articles amendment, all future filings must go through PRS — without exception. Paper applications have not been accepted by registration courts since 1 July 2021.
At Progress Holding, we regularly see clients attempt to file through the wrong system — often because they were unaware that a historical notarial amendment permanently locks them out of S24. The result is a returned application, wasted time and a duplicate court fee.
| Feature | S24 system | PRS portal |
|---|---|---|
| Who can use it | Companies incorporated via S24 with no subsequent notarial amendments | All other companies (notarially incorporated or post-notarial amendment) |
| Filing fee | 200 PLN (entry) + 100 PLN (gazette) = 300 PLN | 250 PLN (entry) + 100 PLN (gazette) = 350 PLN* |
| Processing time | 1 business day | Up to 7 business days |
| Documents | Generated from built-in templates | Prepared independently, signed electronically |
| Signature required | Trusted profile (ePUAP) or qualified electronic signature | Trusted profile (ePUAP) or qualified electronic signature |
*As of 29 November 2025, the gazette publication fee is no longer charged separately. The current PRS filing fee is 250 PLN. Source: biznes.gov.pl
When does a change of shareholder need to be registered in KRS?
A change of shareholder must be reported to KRS when the incoming shareholder acquires at least 10% of the company’s shares. The application must include an updated list of shareholders.
The filing deadline — 7 days — runs from the date the share transfer agreement is signed, not from the date of any shareholders’ resolution. Share transfers in a Polish limited liability company (sp. z o.o.) require written form with notarially certified signatures, even though the KRS filing itself is done electronically.
In our experience at Progress Holding, the most common mistake foreign business owners make is confusing the date of the resolution with the date of the agreement. Filing late — even by a few days — can trigger a formal court warning and potential sanctions.
How to file a management board change through PRS — step by step
Filing a board change through the PRS portal involves seven steps: from passing a resolution to submitting a signed electronic application.
- Step 1 — Pass a shareholders’ resolution. The general meeting of shareholders passes a resolution to dismiss and/or appoint a board member. A standard written minutes document is sufficient. The new board member may represent the company from the moment the resolution is passed, unless the resolution specifies a later date.
- Step 2 — Obtain declarations from the new board member. The newly appointed person must sign a consent to serve as board member and a separate declaration of their correspondence address. Both can be combined in one document.
- Step 3 — Create a PRS account. Log in or register at prs.ms.gov.pl using a trusted profile (ePUAP), qualified electronic signature or e-ID card.
- Step 4 — Complete the application form. Select the application for a change of entity data (electronic KRS-Z3 form). Enter the details of the outgoing and incoming board member along with the updated representation rules.
- Step 5 — Attach supporting documents. Scan the resolution, declarations and proof of payment as separate PDF files. Documents must be attached manually — the system does not do this automatically.
- Step 6 — Pay the court fee. Pay directly within the PRS system via BLIK, card or bank transfer. Paying inside the portal eliminates the risk of entering the wrong account number and removes the need to attach a payment confirmation.
- Step 7 — Sign and submit the application. The application must be signed by a person authorised to represent the company. If someone else prepared the application, they must share it for signature with the authorised representative via their PRS account. Only the person who prepared the application can click “Submit application”.
How to file a board change through S24
Filing through S24 is only possible for companies incorporated through that system that have never amended their articles outside it. Applications are processed within 1 business day.
- Log in at ekrs.ms.gov.pl/s24/ using your trusted profile or qualified signature.
- In the company dashboard, go to: “Wnioski” → “Zgłoszenie zmiany” → “Zmiana danych podmiotu”.
- Generate the resolution to dismiss and/or appoint a board member using the built-in template — no need to draft your own document.
- Attach at least one amendment document completed on the S24 form. Documents are not attached automatically.
- Pay the filing fee (300 PLN) and submit the application.
Having handled hundreds of KRS filings, our team at Progress Holding knows that the most common S24 pitfall is attempting to use it for a company that once — often unknowingly — passed a notarial amendment. The system accepts the application, but the court returns it, meaning wasted time and a repeated fee.
What documents are required for a KRS board or shareholder change?
To file a management board change in KRS, you need: a shareholders’ resolution to dismiss and/or appoint, a new board member’s written consent to serve, and their declaration of correspondence address.
| Type of change | Required documents | Notes |
|---|---|---|
| Appointment of a new board member | Resolution on appointment, consent to serve, correspondence address declaration | No criminal record certificate (KRK) required |
| Dismissal of a board member | Resolution on dismissal or resignation letter | Resignation takes effect on the day it is submitted |
| Change of shareholder (≥10% of shares) | Share transfer agreement, updated list of shareholders | Agreement requires notarially certified signatures |
| Shareholder change via PRS | Updated list of shareholders, notarial deed ID (CREWAN) | Do not attach the full articles of association — only the deed ID |
A person convicted by a final court judgment of offences against the reliability of documents, property or commercial transactions cannot serve as a board member. The registration court verifies this independently — you do not need to attach a criminal record certificate.
What are the deadlines for KRS and CRBR updates?
A KRS change application must be submitted within 7 days of the event that triggers the filing — for example, the date of the board appointment resolution or the share transfer agreement. In addition to the KRS update, the company must update its entry in the Central Register of Beneficial Owners (CRBR).
| Action | Deadline | Legal basis |
|---|---|---|
| KRS filing (board or shareholder change) | 7 days from the triggering event | Art. 22 of the KRS Act |
| Articles amendment — KRS filing | 6 months from resolution (PRS); 7 days (S24) | Art. 256 §3 of the Commercial Companies Code |
| CRBR update after board or shareholder change | 7 days from KRS entry (or from the event, if KRS entry is declaratory) | Art. 59–60 of the AML Act |
| NIP-8 form (supplementary tax data) | 21 days from KRS entry | NIP Act |
Failure to update the CRBR within the deadline carries a fine of up to PLN 1,000,000. Saturdays and public holidays do not count towards the deadline. Once a KRS change is registered, board member data is automatically forwarded to the tax office — no separate notification is required.
What this looks like in practice — experience from Progress Holding
Progress Holding has been handling KRS changes through S24 and PRS for over 20 years, acting on behalf of both Polish and foreign clients. Based on hundreds of completed filings, we can say that over 80% of applications returned by registration courts involve one of three errors: mismatched dates across the resolution, declarations and application form; filing through the wrong system (S24 instead of PRS); or a missing correspondence address declaration for the new board member.
Foreign nationals managing companies in Poland face an additional challenge: without a Polish trusted profile (ePUAP) or a qualified electronic signature, it is impossible to submit a KRS application. Progress Holding helps clients obtain both tools and then handles the entire filing remotely — no trip to Poland required.
We offer end-to-end support for KRS changes: document preparation, application submission and CRBR update. We complete filings on the same business day we receive your instructions. Get in touch if you want the process done correctly and on time.
Frequently asked questions
Can a new board member act on behalf of the company before the KRS entry is made?
Yes. A board appointment resolution has declaratory effect in Poland, meaning the new board member may represent the company from the moment the resolution is passed — unless the resolution specifies a later start date. The KRS entry confirms this fact to third parties. Until the entry is made, however, the company cannot rely on the updated data as a defence against third parties acting in good faith.
Does every change of shareholder need to be registered in KRS?
No. Only shareholders holding at least 10% of shares are subject to mandatory KRS disclosure. If the incoming shareholder acquires less than 10%, their details do not appear in the register. Regardless of the threshold, the management board is required to maintain an up-to-date internal list of shareholders and make it available on request.
How much does a KRS board change cost in 2026?
The court filing fee for a board change through PRS is currently 250 PLN. Through S24, the entry fee is 200 PLN. A gazette publication fee may apply on top — check the current rates at biznes.gov.pl. Professional service fees apply additionally if you use a business services provider.
What happens if a KRS change is not filed within the deadline?
The registration court may initiate enforcement proceedings and impose a fine on each member of the management board. The company also loses the right to invoke outdated KRS data against third parties acting in good faith. A separate fine of up to PLN 1,000,000 applies for failing to update the CRBR within 7 days.
Can I authorise a third party to file the KRS application on my behalf?
Yes. An accountant, law firm or business services provider can prepare the application. However, the authorised representative of the company must personally sign and submit it using their own PRS or S24 account. Progress Holding manages the entire process, reducing your direct involvement to a single electronic signature.
Updating shareholder or board member data in KRS through S24 or PRS is a fully online process — but only when you choose the right system and prepare the complete set of documents. The key rules: file within 7 days, ensure all dates are consistent across your documents, and remember to update the CRBR after the KRS entry is confirmed.
Need professional support? Contact Progress Holding at +48 603 232 418 or by email at office@progressholding.pl. We handle the entire process remotely — no visit to Poland needed.
