Company Law in Poland: What’s Changing in 2026

The rules of company law in Poland are moving on two tracks at once, and if you run a Polish entity, the distinction matters. First, one set of changes has already become law. Second, another remains a government bill working through parliament. Both point the same way: digitalisation, greater transparency, and fewer paper formalities, in step with the EU’s wider corporate-law harmonisation. Knowing which is which tells you what to prepare for now and what to simply keep an eye on.

What has already become law?

The share-related reform is settled. The President signed it on 12 February 2026, and it entered the statute books on 17 February 2026. Most of its provisions commence on 18 February 2027, so you have a genuine runway to prepare.

This part covers joint-stock companies, simple joint-stock companies, and limited joint-stock partnerships, namely the entities operating under mandatory share dematerialisation. Specifically, it does two main things, both covered below.

No more bearer shares: what does the change mean?

The law ends the split between registered and bearer shares. Therefore, from commencement, every share counts as a registered share, identified through an entry in the shareholders’ register.

Bearer shares once passed by simple physical delivery, which made ownership hard to trace. Moreover, since the 2021 dematerialisation, that distinction had lost its practical point anyway. Now the law formally closes it. As a result, ownership structures get cleaner and far less ambiguous about who holds what.

Transparency and board accountability under the new company law in Poland

The second enacted change adds a disclosure duty. In short, companies must reveal, to the registry court, the entity that keeps their shareholders’ register, or the securities depository holding the shares.

Keeping that information current is not optional. Specifically, the management board must report changes to register data within 7 days of the triggering event. Consequently, late or missing updates put board members at personal risk, so someone needs clear ownership of this task.

Poland’s Ministry of Justice has framed the package around cleaner records and safer commercial dealing. In addition, the register now captures more detail, such as a shareholder’s PESEL number or date of birth, although that data stays restricted rather than visible to other shareholders.

What is still only a draft?

The digitalisation of everyday company communication sits on a separate bill, and it is not yet law. The Council of Ministers adopted it on 16 June 2026 and then referred it to the Sejm. Notably, it targets limited liability companies (sp. z o.o.), by far the most common form in Poland.

Because the bill is still moving through parliament, the detail could shift before enactment. Even so, monitoring it pays off, since it would change routine governance steps that most companies carry out several times a year.

How would digital shareholder communication work?

The core move swaps “written form” for “documentary form”. Documentary form is far lighter: an email, a scan, or another durable record that identifies the sender does the job, with no handwritten signature required.

In practice, it would reshape two everyday tasks:

• a shareholder could consent to electronic meeting notices by email rather than a separate signed document,
• a shareholder could grant a power of attorney to attend a meeting in documentary form, unless the articles of association impose stricter requirements.

Therefore, if your governing documents assume wet-ink signatures for these steps, they may soon be heavier than the law demands. This matters most for companies with foreign shareholders and for anyone running remote or hybrid meetings, where chasing physical signatures across borders creates the usual bottleneck.

How should companies prepare now?

The two tracks call for slightly different responses. For the enacted share reform, February 2027 is fixed, so use the runway. For the draft, prepare the groundwork without acting as though it has passed. To that end, here is a practical starting checklist:

• Confirm who keeps your shareholders’ register, then set a process to report changes to the registry court within the 7-day window.
• Assign clear board-level responsibility for register updates, given the personal-liability exposure.
• If any bearer shares or unregistered holdings remain in your structure, map out what full registration involves before commencement.
• Review your articles of association to see whether they already permit documentary-form notices and powers of attorney, and whether they impose stricter rules you would want to keep.

Admittedly, none of this is urgent today. Nevertheless, aligning internal processes ahead of the timeline beats a scramble close to the deadline, and several of these steps sharpen your governance regardless of how the draft evolves.

What’s next?

Managing a shareholder register and corporate governance overhaul requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: UBO Registration in Switzerland: The LETA Guide

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience first-hand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

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