Sale of shares in Polish company


Sale of shares in Polish company

The sale of shares in Polish limited liability company shall be carefully planned.

It is worth remembering that in Poland:

  • share deals are not permissible prior to registration of the limited liability company with Polish Company Registry and
  • share deals are not permissible for shares concerning non-registered increase of the share capital of Polish company.  

Before preparing sale of shares agreement, it is recommended to examine the contents of Polish company's articles of association, if they contain provisions limiting or prohibiting a share deal. Such restrictions are often introduced in the articles of association of Polish companies, since shareholders wish to protect themselves from uncontrolled changes to the composition of the shareholders' body.

Share sale restrictions in Poland

An exemplary restriction to the possibility of a share deal may be:

  • an obligation to obtain a prior written consent of the company's bodies,
  • introducing a temporary restriction on a share deal or
  • making it dependent on a surrender of their preemptive rights by other shareholders of the company. 

Restrictions on share deals in Poland maybe imposed not only by the provisions in the articles of association. Various statutory provisions limit share transactions in Polish companies. For instance, a shareholder obligated to provide recurring non-pecuniary performances (e.g. based on delivery agreement), who intends to sell shares, shall, prior to this action, obtain a company's consent.

Another example of restrictions are provisions included in the act of protection of consumers and competition. Mergers of major entities with a combined turnover in the preceding year exceeding 50 million euro require a written consent of the President of Office for Protection of Consumers and Competition.

Legal form of sale of shares and further procedure

When selling limited liability company shares in Poland it is important to preserve an appropriate, required by law, legal form of of the agreement - a share sale agreement shall be concluded in a written form with signatures certified by a notary. After signing an agreement on the base of which a share deal is conducted, a seller or a purchaser shall inform the company about a change of a shareholder. After receiving information on a change of a shareholder, the management board shall update the share register and file the new list of shareholders including the number and nominal value of their respective shares with the Polish Company Registry. It is worth adding that the purchaser must, within 14 days, file a share sale tax (civil tax) return declaration and pay 1% tax calculated on the basis of the value of the shares purchased.   

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