Corporate Secretarial Services
Corporate Secretarial Services
Polish Company Law (i.e. the Commercial Companies Code) obliges businesses registered on shore to deal with many corporate secretarial functions this includes adequate maintenance of companies’ corporate documentation and appropriate reporting to numerous authorities.
Those matters stand in need of professional knowledge in many fields. The support of people specialising in dealing with these issues is essential for the success of the business in Poland. Using the service of PZC as a corporate services provider lessens the burden and enables our Clients to focus on their core businesses.
Corporate Secretarial Services in Poland
Adept and professional handling of corporate secretarial services and issues enormously reduces the risk of running a business in Poland since the results of poor awareness, errors or negligence in this area might expose a company to damaging costs of i.e. numerous authorities controls and high penalties.
Note: this concerns not only managers and companies but also the company shareholders and other stakeholders.
Scope of service
- submission of company financial statements,
- organizing of ordinary and extraordinary shareholders meetings and general assemblies,
- preparing minutes of the meetings and assemblies,
- preparing drafts of all the meetings, assemblies and board of directors resolutions,
- appointment and dismissal of board of directors’ or supervisory board members,
- appointment and dismissal of plenipotentiary, general and special proxies,
- dealing with all year-end duties i.e. preparation of board of directors’ activity report and appropriate shareholders’ meeting resolutions,
- preparation and submission of all changes to the company’s articles of association and their registration with the Companies Registry, i.e.: changes of: company’s name, share capital, registered address (seat) and any other provisions of the articles of association and statute,
- support in sale of shares or real estate transactions including preparation of appropriate board of directors or shareholders resolutions,
- share register maintenance,
- submission of all company’s data updates in the Company Registry (Krajowy Rejestr Sądowy – KRS) or other authorities (Social Insurance Institution – ZUS, Inland Revenue – US) including preparation of all necessary forms and motions,
- monitoring and communication with the authorities during the process of updates,
- applying for and obtaining various certificates from the authorities i.e. certificate on no criminal register entry, certificate on no tax liabilities or certificate on no debt register entry as well as many other similar activities
- corporate compliance audits,
- maintenance of company documents archives.
Those services are accompanied by organization of:
- meetings with notaries,
- translations of documents,
- sworn translators assistance,
- other institutions or authorities representatives.
All as requested by the client.
Poland Zalewski Consulting has been supervising and running compliance on behalf of its clients for many years by providing, professional and tailor made corporate secretarial services assistance. Thus we definitely are a trustworthy and reliable partner for your business in Poland. If you are interested in this service please feel free to use our contact form. We will be more than happy to answer your query quickly.
Who Needs Corporate Secretarial Services in Poland?
Every sp. z o.o. and S.A. carries the same statutory housekeeping, whatever its size. In practice, four situations account for most of the companies that hand this work to us.
- Foreign-owned Polish subsidiaries. The parent company runs its own reporting calendar, and the Polish entity’s obligations sit outside it. Board members abroad rarely track KRS filing triggers, and the filings are in Polish.
- Companies with no permanent staff in Poland. Holding entities, SPVs and property-owning companies still owe the full set of corporate filings even in a year with almost no trading activity.
- Companies going through a change. A share transfer, a new board member, a change of registered address or an amendment to the articles of association each triggers its own filing. This is where most late submissions happen.
- Companies preparing for a transaction. Buyers run corporate due diligence on the share register, resolutions and filing history. Gaps found at that stage cost far more to repair than to have avoided.
If you are still setting the company up, this work follows on directly from company formation in Poland and applies from the moment the entity is entered in the KRS.
The Filing Obligations Behind the Service
Corporate secretarial work in Poland is deadline-driven rather than open-ended. The obligations that generate the most work, and the most exposure when missed, are these.
| Obligation | When it is triggered | Filed with |
|---|---|---|
| Beneficial owner register (CRBR) | Within 14 days of KRS registration, and within 14 days of any change in beneficial ownership | Ministry of Finance |
| Annual financial statements | Every financial year, after shareholder approval | KRS |
| Board or supervisory board changes | On each appointment or dismissal | KRS |
| Share transfers and shareholder changes | On completion of the transfer | KRS and the share register |
| Registered address, name or share capital changes | On the shareholder resolution | KRS |
| Articles of association amendments | On the amending resolution | KRS, usually via notarial deed |
One point regularly misunderstood by foreign directors: a company change takes legal effect from the date of the shareholders’ resolution, not from the date the KRS registers it. The KRS filing is a disclosure obligation. Treating registration as the effective date is what produces inconsistent corporate records, and it is exactly what a buyer’s lawyers look for.
Companies are also required to show their KRS number, NIP, REGON, registered address and share capital on business letters, order forms, invoices and their website, under Article 206 of the Commercial Companies Code. We keep that set correct after every change. For an explanation of the identifiers themselves, see our guide to KRS, NIP and REGON numbers.
Frequently Asked Questions
What corporate secretarial services are required for Polish companies?
Polish companies (sp. z o.o., S.A.) must maintain: KRS filings for any changes, annual financial statement filings, shareholder meeting minutes, management board resolutions, beneficial ownership register (CRBR) updates, and statutory records of shareholders.
Can Zalewski Consulting provide a registered office address?
Yes. We provide registered office (siedziba) services in Poland, giving your company a professional business address for KRS registration, correspondence, and official communications. This includes mail handling and forwarding services.
How often do KRS filings need to be made?
KRS filings are required whenever there are changes to company data: management board changes, shareholder changes, address changes, share capital changes, articles of association amendments. Additionally, annual financial statements must be filed with KRS each year.
Is a company secretary mandatory in Poland?
Poland does not require a company to appoint a company secretary as an officer, unlike the UK, Ireland or Singapore. The underlying obligations are mandatory all the same. They fall on the management board, which remains responsible for KRS filings, financial statement submissions, CRBR updates and statutory records regardless of who performs the work day to day. Outsourcing the work does not move the legal responsibility, but it does make it far less likely that a deadline is missed.
Do foreign-owned companies need corporate secretarial services in Poland?
They are not legally obliged to use a provider, but they are the group most likely to need one. The filings are in Polish, several are made through Polish government portals that assume a PESEL number or a qualified electronic signature, and the triggers are not intuitive if your reference point is another jurisdiction. Foreign directors are also the group most often surprised by the resolution-date rule described above.
What happens if a KRS filing is late?
The registry court can call on the company to make the filing and can impose fines on the management board members personally if it is not made. Beyond the direct penalty, late or missing filings leave the public register inconsistent with the company’s actual position, which causes practical problems with banks, counterparties and any future buyer running due diligence.
Can you take over corporate records that were not properly maintained?
Yes, and it is a common starting point. We begin with a compliance audit: what the KRS shows, what the company’s own records show, and where the two disagree. From there we prepare the catch-up filings and rebuild the resolution and share register history. It is normally cheaper and faster to fix this before a transaction rather than during one.
Do you also handle accounting and tax filings?
Corporate secretarial work covers the company-law side: resolutions, registers, KRS filings and statutory records. The tax and bookkeeping side is a separate service, and most clients take both together. See accounting and bookkeeping and taxation advisory.
Related Corporate Services
- Company formation and registration — set up the entity these obligations attach to
- Ready-made shelf companies in Poland — acquire an entity that is already registered
- Accounting and bookkeeping — monthly reporting and annual financial statements
- Taxation advisory — CIT, VAT and structuring
- Company liquidation in Poland — closing an entity down correctly
Content prepared by the Zalewski Consulting corporate services team. Reviewed for accuracy as of 2026.
