Summary (Overview)
The Shareholders' Register (Księga udziałów) is a legally mandated internal register of the sp. z o.o. (limited liability company) pursuant to Article 188 of the Polish Commercial Code (KSH). The board of directors maintains it, containing information on, among other things, the shareholders (including their address or electronic delivery address), the number and nominal value of their shares, and any liens or usufructs. Every shareholder has the right to inspect the register. After each change, the board of directors must submit a list of shareholders, signed by all board members, to the Royal Court of Cassation (KRS). A transfer of shares becomes effective with respect to the company upon notification of the transfer and submission of proof (Article 187 KSH); the entry in the register is declaratory. Violations can result in fines of up to PLN 20,000 pursuant to Article 594 KSH. For tax purposes: PCC (Personal Capital Contribution) 1% (generally applied, among other things, to share purchases; standard practice, as transaction-related VAT relief rarely applies), and 0.5% PCC on capital increases; gains for the transferor are subject to CIT/PIT (Central Insolvency Tax/Personal Income Tax). Electronic procedures (S24/PRS) require a qualified electronic, trusted, or eID signature in accordance with Article 188 §4 of the KSH. This analysis, based on the legal status as of October 5, 2025, highlights the obligations for board members, shareholders, and in-house legal counsel, including FAQs and recommendations for dispute avoidance.
Definition and legal framework of the shareholders' register
In the Polish limited liability company (GmbH), one of the most common forms of business in Poland, the shareholders' register serves as a mandatory record documenting share ownership. According to the Polish Commercial Companies Code (KSH), as amended on October 5, 2025, the board of directors must maintain this register to record the identity of the shareholders, the number and nominal value of their shares, and any encumbrances such as liens or usufruct (Polish: użytkowanie). This regulation is based on Article 188 of the KSH, which ensures transparency within the company and minimizes disputes over ownership rights.
The shareholders' register is not merely an administrative formality, but a declaratory register, the entry of which does not necessarily make share transfers effective vis-à-vis the company. Article 187 of the Swiss Code of Obligations (KSH) supplements this by stipulating that those affected must inform the company of any transfers of shares or the establishment of liens, including proof of the transaction. Only upon receipt of this notification does the change in the shareholders' register become effective, which provides clear instructions for the management board. In practice, this enables seamless tracking of ownership changes, which is particularly relevant for CFOs and in-house counsel responsible for ensuring compliance with corporate law requirements.
The legal situation is based on the consolidated version of the Swiss Code of Obligations (KSH), which was supplemented by amendments up to 2023, for example to simplify reorganization processes, without, however, making direct changes to Article 188. Such amendments, like the one of September 15, 2023, indirectly affect the shareholders' register through regulations on share transfers in merger or demerger proceedings.
Historical development and current relevance
The introduction of the shareholders' register in the Polish Commercial Code (KSH) in 2000 aimed to strengthen control over unlisted companies, unlike joint-stock companies, which maintain a share register. The core regulations remained stable until 2025, supplemented by digital elements such as the option of electronic filing with the Commercial Register (KRS). This entails increased responsibility for shareholders and board members, as the register serves as evidence in legal proceedings, for example, in disputes over voting rights.
In Polish jurisdiction, the shareholders' register underscores the limited liability of shareholders by clearly defining ownership boundaries. Practitioners, such as members of the management boards of small and medium-sized enterprises (SMEs), use it to minimize risk, particularly in international investments where Polish law applies.
Duties of the board of directors in maintaining the shareholders' register
The board of directors of a limited liability company (Sp. z o.o.) bears sole responsibility for maintaining the shareholders' register, as explicitly stipulated in Art. 188 § 1 of the Swiss Commercial Code (KSH). This includes recording the names of the shareholders, their addresses (in the case of legal entities: their registered office), their addresses or electronic delivery addresses , the number and value of their shares, and any encumbrances. Any changes must be documented immediately to ensure the register remains up-to-date.
According to Article 188 § 3 of the Polish Commercial Code (KSH), after each registration, the board of directors must submit a new list of shareholders, signed by all board members, to the KRS (Polish Business Register). This includes information on any liens or usufructs and serves public transparency through access to the KRS register files; the list does not appear as a separate field in the electronic register display . For digital changes, such as those made via the teleinformatic system pursuant to Article 188 § 4 KSH, qualified electronic signatures are required.
Negligence can lead to sanctions, such as fines of up to PLN 20,000 per board member under Article 594 of the Swedish Companies Act (KSH). In practice, legal doctrines recommend regular audits to avoid liability risks, which is essential for CFOs who must consider financial implications.
Access rights and control mechanisms
Article 188 § 2 of the Swedish Companies Act (KSH) grants every shareholder the right to inspect the shareholders' register, thus enabling internal oversight. This is particularly relevant for minority shareholders who wish to verify their position. In court proceedings, such as the Supreme Court's decision III CZP 22/12 of June 6, 2012, it was emphasized that the validity of share transfers depends on proper notification ; the registry court may require the transfer agreement as the basis for entries in the register files.
For in-house lawyers, this means that the book serves as a basis for due diligence processes, for example in company acquisitions. A minority view sees this as an opportunity for extended access rights for third parties, but this remains controversial without confirmation from the highest court.
Content and structure of the shareholders' register
The shareholders' register must be precisely structured to meet legal requirements. It must contain the names or company names of the shareholders, their registered office or address, mailing address or electronic delivery address, the exact number and nominal value of the shares, as well as details of liens, usufruct, and the exercise of voting rights by third parties.
Additionally, all changes are recorded chronologically, allowing for tracking. Practical formats vary, but a tabular presentation is recommended for clarity. In Polish practice, it serves as an internal register that must be coordinated with the KRS (National Register of Records).
Electronic guidance and documentation
If the change of shareholders is based on a tele-based form (S24/PRS), the list must be generated in the system form and signed with a qualified electronic, trusted, or eID signature (Art. 188 §4 KSH). This allows for increased efficiency. For board members in MŚP, this presents an opportunity for digitalization but also entails risks in the event of data protection breaches.
Changes in the shareholders' register and notifications to the commercial register
Changes to the shareholders' register typically arise from share transfers, increases in share capital, or encumbrances. According to Article 187 of the Companies Act (KSH), the company must be notified, whereupon the board of directors carries out the registration. Subsequently, the updated shareholders' list is filed with the court; this filing serves an informational and registrar function and does not constitute a valid transfer.
In cases of reorganization, such as those following the 2023 amendments, changes affect the book, for example in the case of mergers. Late notifications can delay registration processes; their effectiveness against the company is governed by the notification pursuant to Article 187 of the Swedish Companies Act (KSH) , as highlighted in the decision of the Supreme Court of Warsaw (Sąd Apelacyjny w Warszawie VII AGa 1086/18) of May 23, 2019.
Practical tips for avoiding mistakes
Boards of directors should establish protocols for changes, including deadline monitoring. The doctrine recommends conducting annual audits to ensure consistency with the CRS.
Tax consequences in connection with the shareholders' register
Entries in the shareholders' register can have tax implications, particularly in the case of share sales or transfers. PCC (Postal Contribution Tax) amounts to 1% of the market value for sales, with the acquirer being considered liable for the tax (PCC-3 within 14 days). The exclusion under Article 2, point 4 of the PCC rarely applies in practice to share sales, as the transaction is usually not actually subject to VAT. For capital increases, PCC is generally 0.5%, since the PCC exclusion criterion (Article 2, point 4 of the PCC) does not apply to articles of association and their amendments .
VAT: The sale of shares often falls outside the scope of VAT (not considered an economic activity); if economic activity is involved, financial instruments are generally exempt, with exceptions (e.g., real estate companies). CIT (19%/9% for small taxpayers) or PIT (usually 19%) taxes the seller's profit, depending on their status as a legal entity or natural person.
Specific tax risks associated with changes
In the case of capital increases through contributions, PCC (postal conversion tax) may be incurred if the nominal value rises. A minority view sees opportunities for optimization in this, but caution is advised without judicial confirmation.
Practical examples and case studies
In an anonymized scenario, a board member of a medium-sized manufacturing company handled the registration of a new shareholder following a share purchase for PLN 500,000. A 1% capital gains tax (PCC) was incurred at the time of the contract signing. The late registration resulted in default interest and capital gains tax (CIT) on a profit of PLN 100,000 at 19%. What would have happened if the registration had been submitted on time? No default interest, but the PCC remained unchanged.
Another example involves a tech company where a lien was not registered, leading to disputes over voting rights. Legal clarification (similar to III CZP 22/12) resulted in fines of 10,000 PLN. Alternative: Early registration would have avoided the conflict without any additional tax burden.
In a reorganization case, a trading company merged, but the shareholders' register was incomplete. This delayed the merger, which was VAT-exempt, but subject to CIT (Certificate of Insolvency) on the transfer of assets. What if it were digitally signed? Faster processing without additional costs.
FAQ – Frequently Asked Questions
What are the legal consequences of a missing entry in the shareholders' register? The transfer of shares to the company does not become effective until notification is given, as stipulated in Article 187 of the Swedish Companies Act (KSH). This can lead to the invalidity of resolutions. Board members risk fines under Article 594 of the KSH. In practice, legal experts recommend immediate corrections to avoid liability claims.
What are the tax implications of a share transfer? Capital gains tax (PCC) is levied at 1% of the market value, and corporate income tax (CIT/PIT) is levied on profits at 19%/9%. VAT is generally separate or exempt; exceptions exist, for example, for real estate companies . CFOs should document the market value. Failure to do so may result in back taxes and penalties.
Can a shareholder inspect the shareholders' register at any time? Yes, Article 188 § 2 of the Hong Kong Stock Corporation Act (KSH) grants this right. Refusal can lead to legal action. In China, it serves as a tool for internal control. Legal doctrine emphasizes data protection during inspection.
How do reorganization amendments affect the shareholder register? Amendments from 2023 facilitate mergers but require updated entries. Failure to do so delays processes. Compliance is tax-neutral. Practitioners recommend preliminary reviews.
What happens with electronic changes? Article 188 § 4 of the KSH (Cantonal Law on Commercial Law) requires qualified electronic signatures. This speeds up notifications. Missing signatures render entries invalid. In practice, this minimizes potential errors.
Are third parties entitled to inspect the book? No, only shareholders. Exceptions are possible in court proceedings. A minority opinion proposes extensions, but without established case law, it remains controversial. Legal experts recommend confidentiality.
How does the shareholders' register affect the liability of board members? Omissions lead to personal liability. Regular updates provide protection. This has been confirmed in cases such as VII AGa 1086/18. CFOs are integrating it into their compliance systems.
Summary of key aspects
In summary, the shareholders' register is an indispensable tool for transparency in the Sp. z o.o. (limited liability company), regulated by Article 188 of the Polish Commercial Code (KSH), with obligations to maintain it, record changes, and report them to the court. It is relevant for tax purposes, specifically for PCC (Polish Corporate Income Tax), CIT/PIT (Polish Corporate Income Tax), and VAT, and non-compliance carries risks. Practical examples underscore the need for accurate documentation to avoid fines and disputes. For directors and shareholders, compliance remains crucial for legal certainty in the Polish context as of October 5, 2025.
Should you have any questions regarding the shareholders' register in a Polish sp. z oo, you can contact us by email at kontakt@kancelaria-pozniak.pl or by phone at +48 665 246 969 .