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Polish corporate law · Business structuring · Sp. z o.o.
Increasing the Share Capital of a Polish LLC: The Foundation of a Stable Business
- Olga DugilCorporate lawyer, EU business & commercial law, owner of Dugil&Partners
Increasing the share capital is the fundamental instrument of long-term financing for a Polish limited liability company. Unlike a loan, the funds received do not need to be repaid. Unlike additional contributions, new capital enhances the company's formal standing and creditworthiness in the eyes of banks and business partners. However, this route requires careful preparation and strict adherence to formal requirements.
Methods of Capital Increase
Polish law provides for two options:
Step-by-Step Procedure
Tax Consequences
◆ PCC: 0.5% of the capital increase, payable by the company within 14 days of the resolution. The tax base is the value of the new shares less the costs of the notary and registration.
◆ Corporate income tax (CIT): a cash contribution is neutral. An in-kind contribution may generate income if the asset is transferred at a market value exceeding its book value in the transferor's accounts.
◆ Shareholder income tax (PIT/CIT): a cash contribution is neutral. An in-kind contribution may give rise to taxable income for an individual shareholder.
◆ Share premium (agio): if shares are issued above par value, the excess (agio) is credited to supplementary capital (kapitał zapasowy) and is not subject to CIT.
Advantages and Disadvantages
✅ No obligation to repay the funds
✅ Enhances the company's creditworthiness and reputation
✅ Provides a stable financial base for long-term growth
✅ Allows contribution of non-cash assets (in-kind contributions)
✖ Mandatory notarial form and KRS registration — time and cost
✖ PCC at 0.5% of the capital increase
✖ Tax risks on in-kind contributions require prior assessment
✖ The procedure takes several weeks
Methods of Capital Increase
Polish law provides for two options:
- Cash contribution: the shareholder transfers money to the company's bank account. The simplest and most transparent option. Neutral from a CIT perspective for the company.
- Non-cash contribution (in-kind / aport): the shareholder contributes assets — equipment, a trademark, receivables, real estate, a stake in another entity, etc. — in exchange for new shares. An in-kind contribution requires thorough legal and tax assessment.
Step-by-Step Procedure
- Step 1. Pass a resolution to increase the share capital at an Extraordinary General Meeting in the form of a notarial deed.
- Step 2. Make the contribution (cash or in-kind) before or after the resolution, in accordance with the terms set out therein.
- Step 3. File an application with the KRS, enclosing: the resolution amending the articles, the consolidated text of the articles (tekst jednolity), form KRS-Z3, and proof of PCC payment.
- Step 4. KRS registration — typically 3 to 14 business days. The capital increase takes effect upon registration.
Tax Consequences
◆ PCC: 0.5% of the capital increase, payable by the company within 14 days of the resolution. The tax base is the value of the new shares less the costs of the notary and registration.
◆ Corporate income tax (CIT): a cash contribution is neutral. An in-kind contribution may generate income if the asset is transferred at a market value exceeding its book value in the transferor's accounts.
◆ Shareholder income tax (PIT/CIT): a cash contribution is neutral. An in-kind contribution may give rise to taxable income for an individual shareholder.
◆ Share premium (agio): if shares are issued above par value, the excess (agio) is credited to supplementary capital (kapitał zapasowy) and is not subject to CIT.
Advantages and Disadvantages
✅ No obligation to repay the funds
✅ Enhances the company's creditworthiness and reputation
✅ Provides a stable financial base for long-term growth
✅ Allows contribution of non-cash assets (in-kind contributions)
✖ Mandatory notarial form and KRS registration — time and cost
✖ PCC at 0.5% of the capital increase
✖ Tax risks on in-kind contributions require prior assessment
✖ The procedure takes several weeks
💡 Practice note: most modern Polish LLC articles include a provision permitting capital increases without amending the articles — up to a pre-set ceiling. This significantly speeds up the process.
Olga Dugil
lawyer
Conclusion
Increasing the share capital is an investment in the company's credibility. Despite the more complex procedure, this instrument creates a solid foundation for attracting financing, concluding major contracts, and sustaining long-term business growth.
Increasing the share capital is an investment in the company's credibility. Despite the more complex procedure, this instrument creates a solid foundation for attracting financing, concluding major contracts, and sustaining long-term business growth.
FAQ
- Q:What is the minimum share capital of a Polish LLC?A:The minimum share capital for a Polish LLC (sp. z o.o.) is PLN 5,000. There is no lower limit on the amount of an increase — any amount consistent with the company's business needs is permissible.
- Q:Can share capital be increased without a notary?A:No. A resolution amending the articles, including an increase in share capital, must be passed in the form of a notarial deed. This is a key distinction from additional contributions and loans. No exception exists even for small amounts.
- Q:What is the tekst jednolity and why is it needed?A:The tekst jednolity is a consolidated text of the articles in which all amendments are incorporated directly into the document. It is required when filing documents with the KRS following any amendment to the articles. The notary typically certifies it simultaneously with the General Meeting minutes.
- Q:What is an in-kind contribution (aport) and what are the risks?A:An in-kind contribution is a non-cash asset contributed in exchange for shares: equipment, a trademark, real estate, a stake in another company, etc. The main tax risk: if the market value of the contributed asset exceeds its book value in the contributor's accounts, taxable income may arise. A tax opinion should be obtained before any in-kind contribution is made.
- Q:Does the capital increase take effect immediately after the notarial deed?A:No. The share capital increase takes effect only upon registration in the KRS. Until registration, the KRS data remain unchanged — an important consideration when signing agreements with banks or partners that require up-to-date KRS records.
- Q:Can a foreign shareholder increase the capital of a Polish LLC?A:Yes. A foreign shareholder (individual or entity) is entitled to contribute to the share capital of a Polish LLC. Proper documentation may require an apostille on foreign documents, translation, and notarisation. We provide end-to-end support for such transactions.
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