Change in Corporate and Business Law in 2025 in Poland

The end of the year is a time for taking stock and preparing for the business challenges that the next year will bring. In 2025, there will be significant regulatory changes, which will require a proactive approach from businesses to adapt to the new regulations.

Company Law in 2025: New PKD classification codes

The Council of Ministers is introducing a new Poland Classification of Activities (PKD 2025), which will replace the current version of the regulation on PKD 2007. PKD 2025 will introduce new classification codes that will be valid for documentation, official registers, information systems and accounting. These changes will come into effect from 1 January 2025.

Entrepreneurs starting their business after the new PKD codes come into force or making changes to the relevant registers (e.g. KRS) will be obliged to use the new codes. 

However, companies established before 1 January 2025 have until 31 December 2026 to adjust the codes. After this period, the public administration will automatically reclassify the PKD codes if the entrepreneur does not do so on his/her own. However, you can find out more about this in our article here.

Currently, there are no specific regulations regarding the rules for changing PKD codes. Therefore, entrepreneurs are advised to verify their codes and adjust them to PKD 2025 standards on their own after the introduction of the new regulations. This is also a good opportunity to rethink other aspects of the company’s operations, make organisational changes or carry out internal optimisations.

The changes are due to the need to adapt Poland’s regulations to international standards. The new classification will allow precise monitoring of business activity and facilitate international cooperation. Taking into account that Poland is increasingly chosen by foreign investors, the adaptation of PKD codes to international standards should be assessed positively.

Mandatory e-Delivery for companies and entrepreneurs in 2025

From 2025, e-Deliveries will be mandatory for commercial companies and sole proprietors, which is an important step towards full digitisation of contacts with public administration. The new solution will replace traditional correspondence, introducing modern communication standards.

E-correspondence is a service that allows entrepreneurs to electronically send, receive and store correspondence in relations with public institutions. It is an innovative tool, which ensures full compliance with the current legal regulations.

At the same time, it should be pointed out that the timeframe for the implementation of e-submission varies depending on the date of entry into CEiDG or registration in KRS.

Entities registering their activities in 2025 should already have an e-guarantee box. For such entities, the rules will apply from 1 January 2025. However, for entities registered in the KRS before 2025, the rules will apply from 1 April 2025. For more information on e-collateralisation, please see here.

The most important advantage of e-collateralisation is the simplification and improvement of communication with public administration and supervisory authorities. Entrepreneurs will gain the certainty that correspondence is both secure and legally binding. It is worth bearing in mind, however, that the introduction of e-coupons may involve the need to adapt internal workflow procedures, which may be a challenge for many companies .

The year 2025 will bring significant changes to the Companies Act (CCC). The amendments aim to increase the security and transparency of trading in shares of companies whose shares are not listed on regulated markets. Please find below the most important changes that will affect the operation of joint-stock companies.

Changes in Corporate Law in 2025: Abolition of the distinction between registered and bearer shares

In connection with the previous amendment to the Companies Act, the division into registered and bearer shares has lost its meaning, therefore with the planned amendment to the regulations, this division is to be abolished.

Increase in the amount of information submitted to the National Court Register

Joint-stock companies will be obliged to disclose to the National Court Register data on entities maintaining shareholder registers or securities depositories, as well as to notify the registration court of the conclusion of an agreement to maintain a shareholder register. If such an agreement expires, the entity maintaining the register will have to inform the court.

Extension of the competencies of the registry courts

The amended provisions provide for linking the obligation to register shares with the obligation to make an entry in the National Court Register, which will enable the registration courts to take supervisory action in the event of non-compliance with the obligation by obligated persons. Among other things, the registration courts will be able to impose fines in this respect.

New rules regarding shares in DLT accounts

The provisions introducing the obligation to disclose in the NCR information on shares recorded in distributed ledger technology (DLT) arise from an amendment to the Act on Trading in Financial Instruments. It was made as a form of adaptation of the regulations of Poland’s law to the provisions of the Regulation of the European Parliament and of the Council of 30 May 2022 on a pilot regime for market infrastructures based on distributed registry technology, as well as amendments to Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU. This is expected to improve shareholder protection and enhance trading safety.

Is your company ready for 2025?

New regulations that will come into force in 2025 aim to simplify companies’ obligations, strengthen supervision of the stock market and provide greater security for investors. Planned changes include, among others, a new Poland Classification of Activities (PKD 2025), mandatory e-Delivery and the adaptation of the Commercial Companies Code. This is a step towards transparency, digitalisation and better monitoring of the economy.

While the introduction of these regulations may require the adaptation of internal processes, it will also bring opportunities for the development and modernisation of companies. If you have questions, please contact us to prepare for the upcoming changes and start 2025 stress-free!