When a company urgently needs additional funds but its shareholders are reluctant to take out a loan or arrange external financing, additional contributions (Polish: dopłaty) emerge as one of the most elegant solutions available under Polish corporate law. This instrument allows the company to boost its budget quickly, without unnecessary bureaucracy, and without creating any debt obligations.

What Are Additional Contributions?
Additional contributions are supplementary payments made by shareholders to the company, governed by Articles 177–179 of the Commercial Companies Code (KSH). Their defining feature is that they do not increase the share capital and do not alter the shareholding structure. Contributions are made proportionally to each shareholder's stake and are recorded as equity (supplementary or reserve capital).

It is important to understand that an additional contribution is neither a loan nor a capital injection. It is a distinct legal instrument that exists solely within the framework of Polish corporate law and is directly governed by the KSH.

Conditions for Use
The fundamental prerequisite is that the possibility of making additional contributions must be expressly provided for in the company's articles of association. If no such provision exists, the articles must first be amended (requiring a notarial deed and KRS registration) before any resolution on additional contributions can be adopted.

The resolution on additional contributions — including their amount and payment deadlines — must be passed by unanimous vote at a General Meeting of Shareholders. All shareholders contribute simultaneously, in proportion to their respective shareholdings.

Tax Treatment
From a tax perspective, additional contributions are characterised by a high degree of neutrality:

• For the company (CIT): additional contributions do not constitute income → no corporate income tax.
• For the shareholder (PIT/CIT): making a contribution is not a taxable event. The return of contributions is likewise generally not subject to tax.

The only tax cost is the civil law transaction tax (PCC) at 0.5% of the total contributions. This is paid by the company.

Can Contributions Be Returned?
Yes. Additional contributions may be returned to shareholders provided they are not needed to cover losses disclosed in the financial statements. The return is made proportionally, on the basis of a resolution adopted by the General Meeting.

As a general rule, the return of additional contributions does not require a public announcement — provided the articles of association expressly exclude the application of Art. 179 § 1 KSH. This is precisely the clause worth including when drafting or amending the articles.

Advantages and Disadvantages
✅ Rapid funding without creating debt
✅ Tax neutrality for both the company and shareholders
✅ Contributions can be returned when no longer needed
✅ Does not alter the share capital structure
✖ Requires a specific provision in the articles — unavailable without it
✖ PCC at 0.5% of the total amount contributed
✖ All shareholders must contribute proportionally — a contribution from one shareholder alone is not possible

Conclusion

Additional contributions are an underused but highly effective funding tool for a Polish LLC. The key requirement is to provide for them in the articles in advance. If this has not yet been done, our lawyers can help amend the articles and structure the mechanism to suit your company's needs.