2026 amendment to the Polish Commercial Companies Code: less red tape for limited liability companies. What will change for foreign shareholders?

Consent to receive notices of shareholders’ meetings electronically and powers of attorney to participate in meetings of Polish limited liability companies will be permitted in documentary form. These are the key changes introduced by the amendment to the Polish Commercial Companies Code, signed by the President of Poland on 28 October 2026. The new rules are intended to reduce corporate formalities and may be particularly relevant to corporate structures involving foreign shareholders. 

What changes does the amendment to the Commercial Companies Code introduce? 

The amendment introduces two significant simplifications for Polish limited liability companies (spółka z ograniczoną odpowiedzialnością, or sp. z o.o.). First, shareholders’ consent to receive notices of shareholders’ meetings electronically will no longer need to be given in writing. Second, powers of attorney to attend shareholders’ meetings and exercise voting rights may be granted in documentary form. A similar simplification regarding powers of attorney will also apply to simple joint-stock companies (prosta spółka akcyjna, or P.S.A.). 

In practice, documentary form allows declarations to be made by email, among other means, provided that their content is recorded in a manner that enables the person making the declaration to be identified. Neither a handwritten signature nor a qualified electronic signature is required. However, a company’s articles of association may impose stricter formal requirements, which should be reviewed before relying on the new rules. 

What do the changes mean for companies with foreign shareholders? 

The new provisions may significantly streamline corporate administration for Polish subsidiaries of international corporate groups. Until now, obtaining a written power of attorney from a foreign shareholder often involved coordinating signatures from authorised representatives and arranging for the document to be delivered to Poland. Allowing powers of attorney to be granted in documentary form will reduce these formalities, making it easier to organise shareholders’ meetings and exercise shareholder rights. 

The simplifications may also be relevant to corporate reorganisations and M&A transactions, where the timely adoption of corporate resolutions is often an important part of the transaction timetable. However, the new rules do not remove any separate formal requirements applicable to the resolutions themselves or to legal acts carried out to implement them. 

Simplified formalities do not eliminate the need to verify authority 

The change in the required form of a power of attorney does not alter the rules for determining whether it has been validly granted by a person authorised to represent the shareholder. This is particularly important in the case of foreign legal entities, whose representation arrangements may be governed by the applicable foreign law and their corporate documents. 

In practice, the fact that a power of attorney may be granted by email does not, in itself, establish that the foreign shareholder has been properly represented. In multi-tier corporate structures, particularly when significant shareholder decisions are involved, identifying the person making the declaration and verifying the scope of their authority remain essential. Simplified documentation requirements should therefore be accompanied by appropriate verification procedures to mitigate the risk of disputes concerning the exercise of shareholder rights. 

Should companies update their corporate procedures? 

Should Companies Update Their Corporate Procedures?The amendment does not require companies to amend their articles of association, but it provides a useful opportunity to review existing corporate arrangements. Companies should check whether their articles of association impose stricter formal requirements that could prevent them from benefiting from the new rules. They should also establish appropriate procedures for verifying and retaining powers of attorney and consents provided electronically. 

For international corporate groups, the greatest benefit may lie not simply in reducing paperwork, but in establishing a consistent approach to corporate administration across their Polish subsidiaries. The amendment offers an opportunity to streamline procedures while maintaining the safeguards necessary to ensure the legal certainty of corporate decisions. 

The changes concerning consents and powers of attorney will enter into force 30 days after the publication of the amendment in the Polish Journal of Laws. Consents given and powers of attorney granted before that date will remain subject to the previous rules.