When you think of going with the change of registered office in Poland, you must follow specific legal and administrative procedures to ensure full compliance with Polish corporate law. 

The registered office listed in the National Court Register (Krajowy Rejestr Sądowy – KRS) serves as your company’s official legal location, determining where official correspondence, tax communications, and regulatory notices are sent. 

This guide explains each step in detail and highlights how Commenda simplifies the process for seamless and compliant address changes in Poland.

Key Highlights:

  • Learn the full legal process to change the registered office of your Poland company.
  • Understand when management board or shareholder approval is required based on whether the address or city of registration changes.
  • Discover step-by-step filing procedures through the Portal Rejestrów Sądowych (PRS) for accurate and timely updates to company records.
  • Know which authorities to notify to maintain consistent business documentation.
  • See how Commenda streamlines filings, prepares resolutions, and ensures full compliance during registered office updates.

Why Companies Change Their Registered Office?

Companies typically undertake a company address change in Poland for the following reasons:

  • Business Relocation: Moving operations to a new region to improve logistics or supply chain efficiency.
  • Business Expansion or Downsizing: Upgrading to a larger office due to organizational growth or downsizing office space to reduce overhead and optimize costs.
  • Change in Registered Agent or Legal Representation: Appointment of a new board member, attorney-in-fact, or administrative service.
  • Cost Optimization and Operational Efficiency: Moving to regions with lower rental costs, business tax incentives, or special economic zones.

Understanding the Registered Office Requirement in Poland

Every company incorporated in Poland is required to maintain a registered office and a formally recorded registered address, which are disclosed in the KRS. The registered office refers to the city or municipality where the company is legally based, while the registered address is the exact street and building location within that area. This location serves as the company’s official point of legal and administrative correspondence, including notices from courts, tax authorities, and regulatory bodies.

Who Can Approve the Change of Registered Office?

It’s crucial to understand who within your company must approve that change, as the approval authority depends on whether you’re altering the registered address within the same city or changing the registered office city/municipality.

Same City (Change of Registered Address Within the Same City)

If your company remains in the same municipality/city but simply changes street, building number, or suite number, the internal approval can typically be granted by the Management Board (zarząd).

Different City / Municipality (Change of Registered Office to a New City)

If you are changing the registered office to a new city or municipality, this is a more formal change because the city is explicitly stated in the Articles of Association. In that scenario, the approval must be obtained through a shareholders’ resolution (uchwała wspólników / uchwała walnego zgromadzenia) and the Articles of Association must be relevant.

Types of Registered Office Changes in Poland

Polish law distinguishes between changes at the address level and changes at the registered office (city) level because each affects corporate documents and filing procedures differently. These distinctions are regulated under the Polish Commercial Companies Code and the Act on the KRS.

1. Change of Registered Address Within the Same City

This occurs when your company remains in the same municipality/city but changes only the street, building number, or suite. In that case, the city (“registered office”) remains unchanged, so no amendment to the Articles of Association is required.

2. Change of Registered Office (City/Municipality) Within the Same Voivodeship

This is when the company changes the city (registered office) but remains within the same voivodeship (administrative region). The city of registered office is stated in the Articles of Association, so an amendment is required (shareholders’ resolution and notarial deed).

3. Change of Registered Office to a Different Voivodeship (New Court Jurisdiction)

This is an essential registered office amendment in Poland because it may shift the company into a different court/jurisdiction. It requires amendment of the Articles of Association via a shareholders’ notarised resolution.

4. Hybrid/Transitional Moves (Same City but Major Structural Changes)

This is less about location shift and more about the structural implications of a move. If you move within the same city but also change jurisdiction-relevant facts (e.g., registered agent, change in voivodeship boundaries), you may need more formal filings.

Step-by-Step Process to Change the Registered Office in Poland

A change of registered office must be filed with the KRS to take legal effect. The procedure and documentation vary slightly depending on whether the address change is within the same city or to a new city, but the filing steps remain consistent.

Step 1: Pass the Internal Resolution

  • If Changing Only the Street Address (Same City): The Management Board passes a board resolution confirming the new location.
  • If Changing the City of the Registered Office: A Shareholders’ Meeting must pass a notarized resolution to amend the Articles of Association.

This initial step ensures internal authorization before filing the change of registered business office in Poland.

Step 2: Prepare and File the Change with the KRS

The filing must be submitted through the Portal Rejestrów Sądowych (PRS) electronic system. This stage fulfills the company address change filing requirements in Poland.

Step 3: Verification of Supporting Documents

Authorities may request documents confirming that the business actually occupies or has the right to use the new address. This step helps confirm that the company has a legitimate presence at the new site.

Step 4: Notify Tax Authority, Banks, and Business Partners

Once the change is updated in KRS:

  • The information is automatically shared with the Central Tax Office and the Statistical Office.
  • Update the company address with:
    • Banks
    • Insurers
    • Major suppliers and customers
    • Contracting parties and licensing authorities (if applicable)

Documents Required for Address Change

Below are the typical documents needed to complete the company address change:

  • Board or Shareholder Resolution
  • Proof of Right to Use the New Address
    • Lease agreement for the new office space.
    • Ownership certificate (Land and Mortgage Register extract).
    • Landlord’s written consent allowing the company to use the premises (oświadczenie o udostępnieniu lokalu).
  • Updated Articles of Association (If the City Changes)
  • KRS Filing Application (Submitted via PRS Portal)
  • Identity Proof & Authority of Signatories

Regulatory Authorities to Notify

Updating the KRS is the primary legal step. However, several additional authorities and institutions must also be informed to ensure compliance and prevent disruptions in communication or tax reporting.

  • KRS: All changes are submitted electronically through the PRS. The KRS entry is considered the authoritative source of a company’s registered address.
  • Tax Authority (Urząd Skarbowy): The registered office determines tax jurisdiction. After the amendment, the company may be reassigned to a different tax office.
  • Central Statistical Office (GUS): GUS maintains the REGON register, which contains organizational identification data. The updated address should reflect in REGON automatically once KRS is updated.
  • Social Insurance Institution (ZUS) (If Employees Are Hired): If a company has employees, ZUS records must be updated to reflect the new office or payroll base.
  • Banks and Financial Institutions: The company must update its address with all financial institutions to avoid:
    • Payment processing delays
    • Blocked transactions
    • Compliance/KYC review triggers

Updating Business Stationery and Digital Assets

It is essential to update all internal and external business materials that display the company’s address to ensure legal recognition and professionalism.

  • Printed and Digital Stationery:
    • Company letterheads
    • Contracts and proposal templates
    • Employee email signatures
    • Official company stamps (if used operationally)
  • Invoices and Accounting Templates: Polish VAT invoices must legally display the correct company address.
  • Internal Management Systems
    • ERP, accounting software, HR, and payroll systems
    • Employee internal documents, forms, and communication templates
  • Online and Digital Presence to Update
    • Website: Footer with legal company details, “Contact” and “About” sections, and Legal policies or company information pages
  • Google Business Profile: Ensures correct location for maps, search visibility, and customer navigation
  • Domain Registration / WHOIS: If the company name and address appear in the domain registry, update via registrar or hosting provider.
  • E-commerce and Marketplace Seller Accounts (If Applicable): Amazon Seller Central, Allegro, eBay, etc., where business verification is required.

Penalties or Legal Consequences of Not Updating the Registered Office

Failing to update the registered office address is more than just an administrative oversight. The registered office is the official point of legal communication for the company, and outdated information can create compliance risks. Key consequences include:

  • Fines and Late Fees: Most jurisdictions impose penalties if the company does not file the address change within the prescribed timeframe. The longer the delay, the higher the potential fines.
  • Missed Legal Notices: Court orders, tax notices, regulatory communications, or compliance reminders are issued to the registered office. If these are not received, the company may miss critical deadlines.
  • Risk of Non-Compliance Status: Failure to update the address with the business registry may result in the company being flagged as “inactive,” “non-compliant,” or “under review” in official records.
  • Possible Deregistration: In cases of continued non-compliance, the business registry may begin strike-off proceedings, which can ultimately lead to the removal of the company from the official register.

Best Practices When Changing Your Registered Office

A registered office change requires careful coordination to ensure compliance and smooth continuity. The following best practices help minimize delays and avoid regulatory issues:

  • Maintain a Clear Documentation Trail: Keep copies of all resolutions, filings, acknowledgments, and correspondence. This helps verify compliance if questions arise from authorities or auditors.
  • Cross-Check Filing Deadlines: Each authority may have different notification timelines. Track these deadlines to avoid penalties and late fees.
  • Keep Both Addresses Active During the Transition: Where possible, maintain access to the old address until the new one is officially updated and acknowledged. This prevents missed legal notices during the transition period.
  • Work With Professional Compliance Agents or Advisors: Local legal or corporate service providers can ensure the correct forms, procedures, and regulatory steps are followed, reducing the risk of errors or rejected filings.
  • Update Internal and External Stakeholders Promptly: Notify clients, suppliers, banks, and employees to ensure smooth continuity of operations and record accuracy.

What to Consider When Moving Your Registered Office Internationally?

Relocating your registered office across borders requires careful planning and compliance with both local and international regulations. Before initiating this process, companies must evaluate several critical legal, tax, and regulatory considerations to ensure a seamless transition.

  • Legal and Corporate Structure Requirements: Confirm compliance with Polish and foreign laws, shareholder approval, and registration updates to maintain company identity and continuity.
  • Tax Residency and Double Taxation Implications: Assess tax residency changes, exit taxation, and applicable double tax treaties to prevent dual taxation and financial complications.
  • Regulatory and Licensing Compliance: Review industry-specific regulations, secure necessary licenses, and ensure compliance with EU or international regulatory requirements before relocation.
  • Cross-Border Corporate Governance Adjustments: Adjust board composition, reporting obligations, and governance structures to align with new jurisdictional corporate and legal requirements.

How Commenda Simplifies Your Registered Office Change

A change of registered business office involves multiple filings, document updates, and coordination with different authorities. Managing these steps internally can be time-consuming and increases the risk of administrative errors. Commenda serves as a reliable compliance partner that streamlines the entire process from start to finish.

  • Preparation of Resolutions and Documentation: Commenda drafts board or shareholder resolutions, updates corporate records, and ensures all documents meet Polish legal standards for an amendment.
  • Accurate Filing with the KRS: Filing requirements vary depending on whether the change is within the same city or to another jurisdiction. Commenda ensures correct forms, supporting documents, and KRS submissions are completed accurately to avoid delays.
  • Regulator and Stakeholder Notifications: Commenda notifies the Tax Administration, Central Statistical Office, banks, and other required authorities, ensuring full compliance after the change of registered address in Poland.
  • Consistency Across Internal and Public Records: Business stationery, digital listings, contracts, and customer-facing materials are updated so the company maintains a consistent and professional identity.

Commenda handles every detail, from preparing resolutions to notifying regulators, ensuring your company stays compliant in any jurisdiction while maintaining uninterrupted business operations. Book a demo today. 

FAQs

1. What is a company’s registered office, and why is it required in Poland?

The registered office (“siedziba”) is the official legal location of the company, recorded in the National Court Register (KRS). It is used for receiving government notices, legal communications, and regulatory correspondence. Maintaining a correct registered office ensures compliance and prevents missed legal notifications related to your company.

2. Can I use my home address as the registered office in Poland?

Yes. A home address can be used as the registered office, provided the company has legal rights to use the property (ownership or landlord consent). However, companies often use commercial or virtual office services to maintain privacy and professionalism.

3. How long does it take to change the registered office address in Poland?

Once the application is filed electronically with KRS, the typical processing time is 3–10 business days. If the change requires an amendment to the Articles of Association, processing may take longer.

4. Do I need to inform the tax authority when I change my registered office address?

Yes. After the change of registered address in Poland is registered with the KRS, the information is automatically transferred to the Tax Administration (KAS). However, you may still need to update records with your local tax office if invoices or VAT reporting details change.

5. What documents are required to change the registered office address for a company in Poland?

Typical documents include:

  • Board or shareholder resolution (depending on whether the city changes)
  • Updated Articles of Association (if changing registered office city)
  • Proof of new address (lease, ownership document, or landlord consent)
  • Relevant KRS filing forms (e.g., KRS-Z3, KRS-ZA)
  • Payment confirmation of state fees

6. Can a company move its registered office from one city to another or from one region (voivodeship) to another in Poland?

Yes. A company address change in Poland is allowed both within the same city and across cities or regions.

  • If the city changes, a shareholder resolution and amendment to the Articles of Association are required.
  • If only the street or building number changes within the same city, a board resolution is typically sufficient.

This distinction is part of the company address change filing requirements in Poland, due to jurisdiction differences in the registry courts.

7. What happens if I do not update my company’s registered office address within the legal timeframe?

Failing to update the registry may result in:

  • Administrative fines
  • Legal notices being considered delivered even if they are never received
  • Potential enforcement actions or complications in court proceedings

Keeping an accurate address ensures secure communication and legal protection.

8. How can Commenda help with changing my company’s registered office in Poland?

Commenda manages every step of the registered office amendment in Poland, including preparing resolutions, updating Articles (if needed), filing documents with KRS, and notifying tax and statistical authorities. Commenda ensures accuracy and compliance while reducing internal administrative workload. Commenda also supports cross-border registered office relocations by coordinating documentation and regulatory requirements between jurisdictions, ensuring business continuity.