EXLIBRA - KRS 09.07.2019

Change of the company registered office – step by step

The change of the company registered office, i.e. the place where the managing body is located, involves the necessity of fulfilling several formalities. Due to the fact that many people are afraid of making a mistake, or omitting some important issues because of an oversight, this article will describe, step by step, how to perform this change.

  1. Adoption of a resolution amending the articles of association

In order to pass a resolution on changing the company’s articles, we must convene a shareholders’ meeting. If the company was established by a notary public, changes in the articles should also be made in the form of a notarial deed. The record written by the notary must contain the content of the resolution, the results of the vote on the change of the company articles and the attached list of attendance, but the attendance list does not have to be confirmed by the notary public.

  1. Notification of changes to KRS

After the change of the company’s agreement, the management board is obliged to report the change to KRS. To do this, fill in the appropriate form – KRS Z3 in the case of a limited liability company, KRS Z1 in the case of a general partnership and a limited partnership. Together with the form, the resolution should be submitted, concerning the amendment of the articles of association in the form of a notarial deed, a unified text of the articles of association with the introduced changes (which may also be adopted in the form of a notarial deed) and a resolution of the management board changing the address, because each change of the company registered office also involves a change of address (being the refinement of the headquarters description, i.e. stating the street and house number). The change in KRS requires a fee of PLN 250 for the change itself and PLN 100 for an announcement in Court and Commercial Gazette, therefore the form must be accompanied by proof of payment. All these documents can also be generated in the S24 communication and information system and sent through it.

  1. Reporting changes to the tax office

When the change of the company registered office is related to the change of the address of the place of business, the address for correspondence and the place of keeping the accountancy documentation, the NIP-8 form should be sent to the tax office. It can be submitted in paper or electronic form.

As we see changing the company’s registered address it not that troublesome, as it may seem. After convening the meeting of company’s shareholders and winning their consent it actually should all go “down the hill”.