Written by Michał Puk, Barrister (adwokat), Supervising Partner, Corporate and Commercial
First published: 11 November 2026
Reviewed by Anna Szymielewicz, Attorney (radca prawny), Supervising Partner, Inheritance
Last updated: 11 November 2026
In summary
What happens to shares in a Polish company when a shareholder dies?
Shares in a Polish company are inherited like any other asset: they pass to the heirs at the moment of death, under the will or by statute. What the heirs can do with them is decided by Polish company law and the company’s own articles. In a limited liability company (sp. z o.o.) the articles may keep the heirs out – but only if they also say how the heirs are paid off; otherwise the heirs become shareholders. Several heirs act through one common representative until the estate is divided. Nothing changes for the company until it is notified with a Polish succession order or certificate, after which the board files the new shareholders with the court register (KRS). If the deceased was the sole shareholder and the only director, the company has no one to act for it until the heirs appoint a board or the court appoints a curator. None of this requires you to be in Poland.
Michał PukBarrister (adwokat), Supervising Partner (Commercial, Corporate, Regulatory and Defence), Dudkowiak & PutyraLegal 500 profileOur figures
What the heirs inherit – by type of Polish company
Commercial Companies Code, Articles 58–65, 124, 183–188, 328¹–333
The answer depends first on what kind of company the deceased held a stake in. The three cards show the rule that applies at the moment of death and the single most important question to check in the articles of association.
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Limited liability company (sp. z o.o.)
The shares (udziały) pass to the heirs. The articles may limit or exclude the heirs’ entry – but only if they set the terms of the payout; without them the restriction is ineffective. Co-heirs act through one representative; the company recognises them once it receives the succession document.
Check: Article 183 clause · automatic redemption on death (Article 199 § 4)
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Joint-stock company (S.A.) and simple joint-stock company (PSA)
Since 1 March 2021 shares (akcje) of private companies exist only as entries in a register of shareholders kept by a brokerage house or a notary. The heirs are entered on application with the succession document; only the person entered is a shareholder towards the company.
Check: who keeps the register · any redemption clause in the statute
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Partnerships (sp. jawna, sp. komandytowa)
The death of a general partner dissolves a registered partnership unless the articles provide otherwise or the remaining partners promptly decide to continue; the heirs are then paid out or, if the articles allow, step in through one designated person. The death of a limited partner never dissolves the partnership.
Check: continuation clause · heirs’ entry clause · Article 583 conversion right
Listed shares, fund units and bonds held on a brokerage account are not company shares in this sense – the broker transfers or sells them on the succession document. See the section on investment accounts in our guide to a deceased person’s bank accounts and assets.
Inheriting shares in a Polish company – key facts
Moment
At death
Shares pass to the heirs at the opening of the succession, by operation of law; the company, however, deals with the heirs only once it is notified with proof (Civil Code, Articles 922 and 925; Commercial Companies Code, Article 187 § 1).
Articles
Can exclude heirs – with a payout
In a sp. z o.o. the articles may limit or exclude the heirs’ entry, but must then set the terms on which the excluded heirs are paid; without those terms the exclusion is ineffective and the heirs join (Article 183 § 1).
Several heirs
One representative
Co-heirs exercise their rights from the shares through a common representative and are jointly liable for payments due on the shares; the same rule applies to shares in an S.A. and a PSA (Articles 184, 333 § 2, 300³⁸ § 3).
Proof
Polish order or certificate
A final court declaration of succession or a registered notarial certificate of succession; a European Certificate of Succession works directly, a UK grant or US letters may not be enough on their own.
Register
KRS within 7 days
After notification the board updates the share book and files the new list of shareholders with the National Court Register within seven days; shareholders with 10% or more are shown in the register (Article 188; KRS Act, Articles 22 and 38).
More key facts
Court fees
PLN 250 + 100
Court fee for the entry of changes in the KRS filed through the Court Registers Portal and the fee for the announcement in the Court and Commercial Gazette (MSiG).
No board
Heirs appoint – or a curator
When the only director dies, the shareholders (the heirs, through their representative) appoint a new board; if no one can act, the court appoints a curator to represent the company and bring about a board (Civil Code, Article 42).
S.A. and PSA
Register of shareholders
Shares of non-listed companies have been dematerialised since 1 March 2021; the keeper of the register enters the heirs within a week of the application and only the person entered counts as a shareholder (Articles 328⁴, 343 § 1).
Partnerships
Death may dissolve
A general partner’s death dissolves a registered partnership unless the articles or the remaining partners decide otherwise; the heir is paid the capital share at its sale value as at the date of death (Articles 58, 64–65). A limited partner’s death never dissolves the partnership (Article 124).
Governing law
Two laws
Who inherits is decided by the law of the succession; what the heirs may do in the company is decided by Polish company law and the articles – company-law questions are excluded from the EU Succession Regulation (Regulation 650/2012, Article 1(2)(h)).
Real estate company
MSWiA permit – sometimes
Shares in a company that owns Polish real estate inherited by a non-EEA heir under a will require a permit from the Minister of the Interior applied for within two years; statutory heirs are exempt (Act on the acquisition of real estate by foreigners, Articles 3e and 7).
Tax
Exempt for close family
Shares in a Polish company are a property right exercised in Poland and are subject to inheritance and gift tax at market value; spouse, children, parents and siblings are exempt if they file form SD-Z2 within six months of the final succession order.
Your position · five questions
Can I take over the shares? The share checker
Answer the questions to see whether you become a shareholder, are paid out instead, or need the remaining partners’ agreement – and the steps that follow in your case. The rules the checker applies are written out below it and in the chapters that follow.
Company type × articles × heirs × documentsThe result updates as you answer · nothing you enter leaves your browser
Assessment
1
The KRS extract names the type after the company’s name.
2
The articles are public – we read them from the KRS file.
3
Under a will or by statute, before the estate is divided.
4
The company and the register accept nothing less than a Polish document or an ECS.
5
Typical for owner-managed companies.
Your position
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General information under Polish law, not legal advice. The real answer depends on the exact wording of the articles, the will and the law governing the succession. Send us the KRS number and the death certificate and we confirm your position in writing.
How the checker works
- Sp. z o.o. Shares pass to the heirs at death (Civil Code, Article 922). If the articles are silent or allow the heirs in, the heirs become shareholders. If the articles exclude or limit the heirs and set payout terms, the excluded heirs are paid instead (Commercial Companies Code, Article 183 § 1); if they exclude the heirs without payout terms, the exclusion is ineffective and the heirs join. If the articles provide for automatic redemption on death, the share is redeemed and the heirs receive the redemption payment (Article 199 § 4).
- S.A. and PSA. Shares pass to the heirs; the statute cannot exclude them from inheriting, though it may provide for redemption. The heirs are entered in the register of shareholders on application with the succession document (Article 328⁴; for a PSA, Article 300³¹ and following).
- Registered partnership – general partner. Death dissolves the partnership unless the articles provide for continuation or the remaining partners promptly so decide (Articles 58 and 64). If the articles let the heirs in, they act through one designated person (Article 60) and may demand conversion into a limited partnership (Article 583); otherwise the heirs are paid the capital share (Article 65). The same rules apply to the general partner of a limited partnership (Article 103).
- Limited partnership – limited partner. Death does not dissolve the partnership; the heirs designate one person and may divide the share only with the other partners’ consent (Article 124).
- Listed shares. Transferred or sold by the broker on the succession document – outside this guide.
- Several heirs. Until the estate is divided, the heirs are co-owners of the shares and act through a common representative (Articles 184, 333 § 2, 300³⁸ § 3, 60, 124).
- Documents. A Polish order or certificate, or an ECS, is accepted directly; a UK grant, US letters or another non-EU document usually needs Polish succession proceedings or recognition first (the guide to foreign probate documents in Poland).
- Sole shareholder and director. The heirs, through their representative, appoint a new board; if nobody can act, the registry court appoints a curator (Civil Code, Article 42).
Before you start
Do I have to come to Poland to take over the shares?
In most cases, no. Every step – the succession proceedings, the notification of the company, the appointment of the common representative, the shareholders’ resolutions and the KRS filing – can be taken by a lawyer under a power of attorney signed in your own country. A shareholder may vote at a shareholders’ meeting through a proxy on a written power of attorney (Commercial Companies Code, Article 243); the common representative of co-heirs may be a lawyer; the KRS application is filed online by the board or its attorney. A sworn translation of the power of attorney, and an apostille unless a bilateral treaty dispenses with it, are the only formalities.
Two situations may call for a visit or a Polish notary: a notarial certificate of succession, which requires all heirs to appear in person or through a notarial proxy – the court route does not – and a notarial sale or division agreement, which can also be signed by a proxy holding a notarial power of attorney.
Heirs abroad usually ask first whether they can keep the company running. The honest answer is that the company can run without them as long as it has a board – the urgent problem is a company whose only director has just died.
Michał Puk, Barrister (adwokat), Supervising Partner – Corporate and Commercial, Dudkowiak & PutyraStep 1 · Confirm the succession
Which document proves to a Polish company that you inherited the shares?
Although the shares passed to you at death, the company may – and must – treat the deceased as the shareholder until it receives notice of the transfer together with proof (Commercial Companies Code, Article 187 § 1). Proof means a final court declaration of succession (postanowienie o stwierdzeniu nabycia spadku) or a registered notarial certificate of succession (akt poświadczenia dziedziczenia). A death certificate and a will are not enough. Until then the heirs cannot vote, cannot appoint a board and cannot collect a dividend – the company pays it to nobody or holds it.
Accepted directlyPolish order or certificate · European Certificate of Succession
The Polish court or notary confirms who inherited and in what shares. A European Certificate of Succession issued in another EU member state (not Denmark or Ireland) has the same effect in Poland without further proceedings; the keeper of a register of shareholders accepts it in the same way.
Usually not enough aloneUK grant of probate · US letters testamentary · other non-EU documents
Foreign succession decisions are in principle recognised like other foreign judgments, but a UK grant or US letters may not be enough on their own for a Polish company or register. In practice the heirs apply to the Polish court for a declaration of succession, which can also apply foreign law. How each document works in Poland is explained in our guide to foreign probate documents in Poland.
How the Polish succession proceedings run – notary or court, which civil-status documents are needed, how long it takes – is described in our guide to inheritance in Poland. Where the estate consists mainly of the company, the petition should list the shares with the company’s KRS number so that the order is useful towards the company from the start.
Step 2 · Read the articles
Do the heirs become shareholders? Article 183 and the articles of association
In a limited liability company the heirs normally step into the shares. The articles of association (umowa spółki) may change that, in one of four ways. Which one applies is a matter of reading the articles filed in the KRS – a public document.
Articles silent or allow heirsThe heirs join the company
The heirs become shareholders at death, with all rights and duties attached to the shares – dividends, votes, and any obligation to make additional payments. If the deceased held several shares, the heirs may divide them in the division of the estate unless the articles exclude or limit that (Article 183 § 2); a single share may be divided only if the articles allow it and no share below PLN 50 results (§ 3).
Heirs excluded or limited, with payout termsThe heirs are paid instead of joining
The articles may exclude the heirs altogether or admit only some of them, or only heirs who meet a condition – but they must state the terms on which the heirs who do not join are paid: who pays, at what value, within what time (Article 183 § 1). The heirs then have a claim for the payout against the company or the remaining shareholders, which can be negotiated or enforced in court.
Heirs excluded, no payout termsThe exclusion does not work
An exclusion or limitation without payout terms is ineffective. The heirs join the company as if the clause did not exist – a frequent outcome with articles copied from templates.
Automatic redemption on deathThe share is redeemed
The articles may provide that a share is redeemed automatically when a specified event occurs, such as the shareholder’s death (Article 199 § 4). The share then does not pass to the heirs as a share; the company owes them the redemption payment set in the articles or by the board, and the board reduces the share capital unless the payment comes from profit.
Two more clauses are worth checking. The articles may exclude or limit the entry of the shareholder’s spouse where the shares were marital property (Article 183¹) – relevant when the surviving spouse claims half of the shares as their own, not as an heir. And a will may leave the shares to one person by a vindication legacy (zapis windykacyjny), in which case that person, not the heirs, acquires the shares at death – subject to the same Article 183 restrictions.
Step 3 · Several heirs
Several heirs, one voice: the common representative
Until the estate is divided, the heirs own the shares jointly. Polish company law does not let each of them act separately: co-owners of a share exercise their rights in the company through a common representative and are jointly and severally liable for payments connected with the share (Commercial Companies Code, Article 184 § 1). If they appoint nobody, the company may address its statements – notices of meetings, calls for payment – to any one of them (§ 2). The representative may be one of the heirs or an outsider, such as a lawyer; the appointment should be in writing and delivered to the company.
- Dividends. A dividend declared after death is paid to the co-heirs jointly, through the representative; a dividend declared before death but not yet paid is a debt of the estate. Until the company is notified, it is not in default for paying nobody.
- Votes. The representative votes the whole block of inherited shares; how the heirs decide among themselves is their internal matter, which in practice is settled by majority or by agreement.
- Division. In the division of the estate – by agreement or by the court – the shares are allocated to one heir, split among several (if the articles allow), or sold. From then on each heir is a shareholder in their own right.
- One heir. A sole heir needs no representative and simply notifies the company with the succession document.
The same rule applies to shares in a joint-stock or simple joint-stock company (Articles 333 § 2 and 300³⁸ § 3) and, in substance, to the heirs of a partner in a partnership (Articles 60 and 124), where the heirs must designate one person to exercise their rights.
Step 4 · Notify the company and the register
Notifying the company, the share book and the KRS filing
With the succession document in hand, the heirs – or their representative – notify the company in writing and attach the document (Article 187 § 1). From that moment the transfer is effective towards the company: the heirs may vote, receive dividends and demand information. The management board then enters the heirs in the share book and files a new list of shareholders, signed by all board members, with the National Court Register (Article 188 §§ 1 and 3). Shareholders holding at least 10% of the share capital are shown in the public register entry (KRS Act, Article 38(8)(c)); smaller holdings appear only on the list in the court file.
1 · Succession documentPolish order, certificate or ECS
2 · Notice to the companywith the document · Article 187
3 · Common representativeif several heirs · Article 184
4 · Share book and listboard · Article 188
5 · KRS applicationwithin 7 days · Court Registers Portal
6 · Entryheirs with 10%+ visible in the KRS
The application is filed electronically through the Court Registers Portal (PRS) – or through the S24 system if the company was set up there – by the board or its attorney, within seven days of the notification (KRS Act, Article 22). A board that fails to file can be fined by the registry court (Article 24). Where the heirs themselves become directors, their appointment and the change of shareholders go in one application. The official costs are modest; the lawyer’s fee is agreed in advance, since Polish advocates do not publish rates.
KRS filing after a shareholder’s death · official costsPLN
Court fee – entry of changesCourt Registers Portal (S24: PLN 200)
250
Announcement in the Court and Commercial GazetteMonitor Sądowy i Gospodarczy
100
Sworn translationspower of attorney, foreign documents
per page
Stamp duty on the power of attorneyexempt for spouse, children, parents, siblings
17
Your lawyerarticles review, notice, resolutions, filing
agreed with the law firm
The urgent case
The sole shareholder and only director has died – who runs the company?
In an owner-managed sp. z o.o. the death of the founder often removes the only shareholder and the only member of the management board at once. The company continues to exist – a one-person company is not dissolved by its owner’s death unless the articles say so – but nobody can represent it: no one can sign contracts, pay salaries, file tax returns or answer the bank. The heirs cannot step in immediately, because until the succession is confirmed they cannot prove to anyone that they are the shareholders.
Route 1 · the heirsConfirm the succession, then appoint a board
Once the court order or notarial certificate is final, the heirs notify the company and – as the shareholders’ meeting, acting through their common representative – appoint a new management board by resolution (Commercial Companies Code, Articles 201 § 4 and 156). The new board files the change of directors and shareholders with the KRS in one application. Where the heirs agree and a notary is available, the whole sequence takes weeks; a contested court succession takes months.
Route 2 · the courtA curator for the company
If the company cannot be represented because it has no board, the court appoints a curator on the application of anyone with a legal interest – an heir, a creditor, a contracting party (Civil Code, Article 42 § 1). The curator represents the company and runs its affairs within the limits set by the court, and must promptly bring about the appointment of a board or, if that fails, the company’s liquidation (§§ 2–3); sales of the business or of real estate need the court’s consent (§ 4).
In practice the two routes run together: the heirs start the succession proceedings and, where the company has employees, contracts or tax deadlines that cannot wait, apply for a curator or for the securing of the estate in the meantime. A company whose founder foresaw this usually has a second director, a commercial proxy (prokurent) – whose authority does not end with the shareholder’s death – or a clause in the articles. Putting such arrangements in place while the owner is alive is business succession planning, which the firm’s corporate practice handles outside this guide.
Joint-stock and simple joint-stock companies
Inheriting shares in a Polish S.A. or PSA: the register of shareholders
Since 1 March 2021 the shares of every Polish joint-stock company that is not listed, and of every simple joint-stock company, exist only as entries in a register of shareholders kept by an entity authorised to keep securities accounts – a brokerage house or a bank – or, for a PSA, also by a notary (Commercial Companies Code, Articles 328¹ and 300³¹). Paper share certificates lost their legal effect on that date. Inheriting such shares therefore means being entered in the register: the heirs, or the company, apply to the keeper with the succession document; the keeper checks the content and form of the documents and makes the entry without delay, at the latest within a week (Article 328⁴). Towards the company only the person entered in the register is a shareholder (Articles 343 § 1 and 300³⁸ § 1), so dividends and voting rights follow the entry, not the death.
The statute of an S.A. cannot exclude the heirs from inheriting – restrictions on the transfer of registered shares concern sales, not succession – but it may provide for redemption of shares on a shareholder’s death on terms set in the statute. Co-heirs act through a common representative (Article 333 § 2). For shares of a listed company, or any shares held through a brokerage account, the procedure is the broker’s: the account is transferred or the securities are sold on the succession document, as described in the section on investment accounts and financial instruments of our guide to a deceased person’s assets.
Partnerships
Death of a partner in a Polish registered or limited partnership
Partnerships are built on the persons of their partners, so the law starts from the opposite assumption: the death of a general partner is a ground for dissolution of a registered partnership (spółka jawna) (Commercial Companies Code, Article 58 § 1(4)), and the same applies to the general partner (komplementariusz) of a limited partnership (Article 103). What happens next depends on the articles and on how quickly the remaining partners act.
Articles let the heirs inThe heirs become partners – through one person
If the articles provide that the deceased partner’s rights pass to the heirs, the heirs must designate one person to exercise those rights towards the partnership; what the other partners do before that designation binds the heirs (Article 60). An heir who does not want unlimited liability may, within six months of the succession being confirmed, demand that the partnership be converted into a limited partnership with the heir as limited partner (Article 583); the partners must comply or dissolve the partnership.
Articles silentContinue without the heirs – or wind up
The partnership continues among the remaining partners if the articles so provide or if those partners promptly so decide; otherwise the heir may demand liquidation (Article 64). The heirs are then paid the deceased’s capital share, valued in a separate balance sheet at the sale value of the partnership’s assets as at the date of death, in money (Article 65). In a two-partner partnership the court may let the surviving partner take over the assets against a settlement with the heirs (Article 66).
Limited partnerNo dissolution
The death of a limited partner (komandytariusz) never dissolves the partnership. The heirs designate one person to exercise their rights; dividing the limited partner’s share among the heirs is effective towards the partnership only with the other partners’ consent (Article 124).
LiabilityDebts come with the stake
An heir who becomes a general partner answers for the partnership’s debts without limit, jointly with the other partners; accepting the estate with the benefit of inventory does not change that for debts arising after entry. This is why heirs abroad usually prefer the payout or the conversion to limited partner.
A civil-law partnership (spółka cywilna) and a sole proprietorship are not companies: the death of a sole trader is handled by the rules on succession management (zarząd sukcesyjny), which lie outside this guide.
Cross-border estates
Foreign heirs of a Polish shareholder: two laws and one permit
When the deceased or the heirs lived outside Poland, two sets of rules apply side by side. Who inherits the shares, and in what proportions, is decided by the law governing the succession – for deaths since 17 August 2015 normally the law of the country where the deceased last habitually lived, unless the will chose the law of citizenship (Regulation (EU) No 650/2012, Articles 21–22). What the heirs may do in the company – whether they join, how they are paid out, who represents them – is decided by Polish company law and the articles, because the Regulation expressly excludes company-law questions, including clauses in articles of association on what happens to shares on a member’s death (Article 1(2)(h)). An English will may therefore give the shares to one child, while Polish law and the articles decide whether that child can take the seat.
Company that owns Polish real estate – a permit for some heirs. If the company owns or holds in perpetual usufruct real estate in Poland, a foreigner from outside the EEA and Switzerland normally needs a permit from the Minister of the Interior (MSWiA) to acquire shares that make the company foreign-controlled (Act on the acquisition of real estate by foreigners, Article 3e). Statutory heirs are exempt; a foreigner who inherits such shares under a will and would not have inherited by statute must apply for the permit within two years of the opening of the succession – otherwise the shares pass to the persons who would have inherited by statute (Article 7 §§ 2–4). Shares of listed companies are exempt. The same rule for the real estate itself is explained in our guide to inheriting property in Poland.
The documents follow the same logic as elsewhere in a Polish estate: a Polish court order or notarial certificate, or a European Certificate of Succession, is accepted by the company and by the register of shareholders; a UK grant or US letters usually leads to Polish proceedings first. Powers of attorney signed abroad need a sworn translation and, outside bilateral treaties, an apostille. Heirs who are foreign companies or trustees – an executor acting for an estate administered abroad – are entered in the register in the same way once their authority is proven; the register keeper or the board may ask for a legal opinion on the foreign document, which the firm provides.
Inheritance and gift tax
Is inheritance tax due on shares in a Polish company?
Yes, as a rule. Shares in a company with its seat in Poland are a property right exercised in Poland and their acquisition by inheritance is subject to Polish inheritance and gift tax wherever the heir lives (Act on inheritance and gift tax, Article 1). The spouse, children, grandchildren, parents, grandparents and siblings of the deceased are exempt if they file form SD-Z2 within six months of the final succession order or the registration of the notarial certificate – and if they are Polish, EU or EEA citizens or live in Poland or the EEA (Articles 4 § 4 and 4a). Other heirs pay tax on the market value of the shares at the date of the tax obligation, less debts and the tax-free amount for their group (Articles 7–8); for shares in a private company that value has to be established by valuation, which the tax office may question. A separate rule removes from Polish tax the acquisition of property rights exercised in Poland where neither the heir nor the deceased was a Polish citizen or permanently resident in Poland at the date of death (Article 3(1)) – a point to check for foreign families with a Polish subsidiary. Rates, groups, the valuation and the filing are in our guide to inheritance tax in Poland; the firm’s tax advisers file the notification as part of the matter. Dividends received after the entry are ordinary income of the heir, taxed separately.
How Dudkowiak & Putyra handles inherited company shares for clients abroad
Nine in ten of the 300+ inheritance matters the firm has opened since 2023 were for clients living outside Poland. When the estate includes a company, the inheritance and corporate practices work on one file. Clients ask us for:
Reading the articles
What the KRS file says about a shareholder’s death – entry, exclusion, payout terms, redemption – and what it means for you, in writing, before any step.
Confirming the succession
Polish court or notarial proceedings, a European Certificate of Succession, or recognition of your UK, US or other foreign document.
Representative and resolutions
Appointment of the common representative, shareholders’ resolutions by proxy, a new management board where the only director has died.
KRS and the register
Notice to the company, the list of shareholders and the KRS application; entry in the register of shareholders of an S.A. or PSA.
Payout or sale
Negotiating and enforcing the payout under Article 183 or a redemption, or selling the inherited shares to the other shareholders or a buyer.
Curator, permit, tax
A court curator for a company without a board, the MSWiA permit for a company with real estate, and the SD-Z2 or tax return for the shares.
Corporate and inheritance in one team
The lawyers who draft and litigate articles of association read yours; the inheritance team confirms the succession and handles the foreign documents.
The company keeps running
We put a board, a curator or a proxy in place first, so that contracts, payroll and tax filings do not stop while the estate is confirmed.
Cross-border by default
Governing law under Regulation 650/2012, powers of attorney from abroad, executors and trustees as heirs, foreign subsidiaries – our everyday work.
Reporting in English
Assessments, resolutions and filings explained in English; the firm also works in German, Spanish, Italian and French.
Tell us the company’s KRS number, who died and who the heirs are – we reply within 24 hours.Dudkowiak & Putyra agrees its fees with each client in writing before the work starts, based on the scope of the matter.
Who you talk to first
Inherited shares are handled by the supervising partner of the corporate and commercial practice together with the supervising partner and the head of the inheritance practice. The full inheritance team and the corporate team are on the practice pages.
Author of this guide · corporate side
Barrister (adwokat), Supervising Partner (Commercial, Corporate, Regulatory and Defence)
Admitted as an advocate in 2018 (Poznań Bar); law at Adam Mickiewicz University in Poznań. Supervises Dudkowiak & Putyra’s corporate and commercial work for foreign-owned companies in Poland – articles of association and shareholder arrangements, corporate disputes, management boards and KRS filings, M&A – and the corporate side of estates that include a Polish company. His article on the proposed group-of-companies rules is referenced by name in the Polish government’s 2021 bill amending the Commercial Companies Code (Sejm print no. 1515); author of the Poland chapter in Global Legal Insights – Bribery & Corruption 2024.
Reviewer of this guide · succession side
Attorney (radca prawny), Partner · Supervising Partner, Head of Litigation & Arbitration
Admitted as an attorney-at-law in 2017; law at Adam Mickiewicz University in Poznań. Supervises Dudkowiak & Putyra’s inheritance practice and leads its litigation – succession proceedings with foreign elements, recognition of foreign probate documents, divisions of estates and disputes between heirs, for clients in North America, the United Kingdom and Australia.
Head of the inheritance practice
Barrister (adwokat), Senior Counsel · Head of Inheritance, Succession & Probate
Admitted as an advocate in 2019; law at Adam Mickiewicz University in Poznań. Leads Dudkowiak & Putyra’s inheritance matters for clients abroad, including estates with company shares administered by foreign executors and the succession proceedings in which the heirs’ title to the shares is confirmed.
Supporting practices
CorporateMichał Dudkowiak · Managing Partner
Changes of shareholders and boards, redemption and buy-out of inherited shares, shareholder agreements and the sale of the company by the heirs.
TaxMarcin Kręglewski · 9 tax advisers and lawyers
Inheritance and gift tax on the shares, SD-Z2 and valuation, and the tax side of a payout, redemption or sale.
Sources and methodology
Legal basis:
- Commercial Companies Code (Act of 15 September 2000) – Articles 58, 60, 64–66 (death of a partner in a registered partnership), 103 and 124 (limited partnership), 156 and 201 (one-person company, appointment of the board), 183, 183¹, 184, 187, 188 (inheritance of shares in a sp. z o.o., common representative, notice, share book and list of shareholders), 199 § 4 (automatic redemption), 243 (voting by proxy), 328¹–328⁴, 333 and 343 (register of shareholders and co-owners of shares in an S.A.), 300³¹ and 300³⁸ (PSA), 583 (conversion on an heir’s demand);
- Civil Code – Articles 42 (curator of a legal person), 922 and 925 (opening and acquisition of the succession), 981¹ (vindication legacy);
- Act on the National Court Register – Articles 22 (seven-day filing deadline), 24 (compulsory proceedings), 38(8)(c) (shareholders holding at least 10%); Regulation on court fees in registry proceedings (PLN 250 for the entry of changes, PLN 100 for the MSiG announcement);
- Act of 24 March 1920 on the acquisition of real estate by foreigners (consolidated text: Journal of Laws 2017, item 2278, as amended) – Articles 3e, 7 §§ 2–4 and 8 § 2;
- Act on inheritance and gift tax – Articles 1, 2, 3(1), 4 § 4, 4a, 7–8;
- Regulation (EU) No 650/2012 on succession – Articles 1(2)(h), 21–22;
- Act of 30 August 2019 amending the Commercial Companies Code (Journal of Laws 2019, item 1798) – dematerialisation of shares, in force from 1 March 2021.
Official sources: Polish legislation – isap.sejm.gov.pl and eli.gov.pl; the National Court Register – ekrs.ms.gov.pl; succession in the EU – European e-Justice Portal.
Own data: figures under “Our figures” come from Dudkowiak & Putyra matter records (DP-Stats). 300+ inheritance matters, 9 in 10 and 78%: inheritance, succession and probate matters opened 1 January 2023 – 8 October 2026 (301 matters for 171 clients; 89% living outside Poland; 78% in English-speaking countries, 36% United States, 20% United Kingdom). 80+ first assessments: written first assessments opened since January 2023 (81). 18 countries: countries of residence of inheritance clients with matters opened 2022–2026, taken from the case files. 50+ supporting lawyers: lawyers in the firm’s other practices as at October 2026.
Cited by: Michał Puk’s article on the proposed group-of-companies rules is referenced in the Polish government’s bill amending the Commercial Companies Code (Sejm print no. 1515 of 23 August 2021); the firm’s guide to inheritance tax in Poland is the source of the Polish rates and thresholds in the European Commission’s Joint Research Centre report EWIGE 2 – Update and Extension of the EUROMOD Wealth Taxation Project (2019); the firm’s guide to inheritance in Poland is cited in Public Administration and Law Review 4(16) (2023), a comparative study of inheritance law in Poland and Ukraine. Also published: Michał Puk, Poland chapter, Global Legal Insights – Bribery & Corruption 2024; Dudkowiak & Putyra, Inheritance Process in Poland: Quick Guide, Lexology (2025); Marta Oleśkowska, Inheritance Tax, Gift and Donation Tax, The Legal 500 and Mondaq (2024).
Checker: applies the rules in “How the checker works” to the answers given; it does not read the articles of your company and does not store or send data.
State of the law: November 2026. This page is general information, not legal advice.
FAQ – inheriting shares in a Polish company
What happens to shares in a Polish company when the shareholder dies?
The shares pass to the heirs at the moment of death, under the will or by statute. In a limited liability company the heirs become shareholders unless the articles exclude or limit their entry and provide for a payout; in a joint-stock company the heirs are entered in the register of shareholders; in a registered partnership the death of a general partner dissolves the partnership unless the articles or the remaining partners decide otherwise.
Can the articles of association keep the heirs out of the company?
In a sp. z o.o., yes – but only if the articles also state how the excluded heirs are paid: by whom, at what value and when. An exclusion without payout terms is ineffective and the heirs join the company. The articles may also provide for automatic redemption of the shares on death against a redemption payment.
We are three heirs. Can each of us vote our part of the shares?
Not until the estate is divided. Co-heirs exercise their rights from the shares through one common representative and are jointly liable for payments due on the shares. The representative may be one of you or a lawyer. After the division each heir holds their own shares and votes them separately.
Which document does the company need before it recognises me as a shareholder?
A final Polish court declaration of succession or a registered notarial certificate of succession, or a European Certificate of Succession from another EU member state (not Denmark or Ireland). A death certificate and a will are not enough. A UK grant of probate or US letters testamentary usually lead to Polish succession proceedings first.
The deceased was the only shareholder and the only director. Who signs for the company now?
Nobody, until either the heirs confirm the succession and appoint a new management board as the shareholders’ meeting, or the court appoints a curator for the company at the request of an heir, a creditor or a contracting party. In urgent cases both routes are started at once. A commercial proxy appointed by the deceased keeps their authority.
Do I have to come to Poland to take over the shares?
In most cases, no. The succession proceedings, the notice to the company, shareholders’ resolutions and the KRS filing are handled by a lawyer under a power of attorney signed in your country and translated. Only a notarial certificate of succession and a notarial sale or division agreement involve a Polish notary, and even those can be signed by a proxy with a notarial power of attorney.
How long does it take and what does the KRS filing cost?
The succession itself takes from a few weeks before a notary to several months in court. Once the company is notified, the board must file the new list of shareholders within seven days; the court fee is PLN 250 and the gazette announcement PLN 100. The lawyer’s fee is agreed separately, as Polish advocates do not publish rates.
Do I pay Polish inheritance tax on the shares?
Shares in a Polish company are subject to Polish inheritance and gift tax at their market value. The spouse, descendants, parents, grandparents and siblings of the deceased are exempt if they file form SD-Z2 within six months of the final succession order and are Polish, EU or EEA citizens or live in Poland or the EEA. Where neither the heir nor the deceased was a Polish citizen or resident, the acquisition may fall outside the tax – a point to check.
The company owns a building in Poland and I live in the United States. Do I need a permit?
Only if you inherit the shares under a will and would not have inherited by statute. Statutory heirs are exempt. A testamentary heir from outside the EEA and Switzerland must apply to the Minister of the Interior within two years of the death; otherwise the shares pass to the statutory heirs. Shares of listed companies are exempt.
My father was a partner in a Polish registered partnership. Do I become a partner?
Only if the articles provide that a partner’s rights pass to the heirs; then the heirs designate one person to act and may demand conversion into a limited partnership so as to avoid unlimited liability. Otherwise the partnership continues among the remaining partners, if they so decide promptly, and you are paid the capital share at its sale value as at the date of death.
Can I simply sell the inherited shares?
Yes, once the succession is confirmed and, with several heirs, once the shares are allocated to you or all co-heirs sell together. A sale of shares in a sp. z o.o. requires written form with notarised signatures and may be subject to consent or pre-emption rights in the articles; the other shareholders are the usual buyers. Tax on the sale is separate from the inheritance tax.
Which law decides who inherits shares in a Polish company held by a foreign resident?
The law of the succession – for deaths since 17 August 2015, normally the law of the country where the deceased last habitually lived, unless the will chose the law of citizenship. That law decides who the heirs are; Polish company law and the articles decide whether the heirs join the company, how they are represented and how they are paid out, because company-law questions are excluded from the EU Succession Regulation.
