Draft amendments to Polish company law may come into force as early as 2026. Although the legislative process is still ongoing, the direction of change is already visible. The focus is on simpler corporate formalities, increased transparency and solutions better aligned with the realities of modern, often cross-border, business.
For companies operating in Poland, especially those with foreign shareholders, this is a good moment to take a closer look at how internal corporate processes are organised.
From paper to inbox: shareholder communication goes digital
One of the most practical proposed changes concerns communication with shareholders. Under the draft rules, companies would no longer need signed paper consents to send formal notices.
Instead, shareholder communication could be based on:
- email correspondence,
- scanned documents sent electronically.
This change is designed to:
- speed up decision-making,
- reduce administrative workload,
- eliminate outdated formalities that slow down daily operations.
Powers of attorney: fewer formal hurdles
The draft amendments also simplify the rules on powers of attorney for shareholders’ meetings. If the company’s articles of association allow it, a document-form power of attorney would be sufficient.
In practice, this means:
- no handwritten signature requirement,
- easier participation for foreign shareholders,
- smoother organisation of remote or hybrid meetings.
For many international structures, this adjustment could remove a long-standing procedural barrier.
Joint-stock companies under closer scrutiny
Transparency requirements for joint-stock companies are also set to increase. Management boards may be obliged to disclose who maintains the shareholder register and ensure this information is regularly updated in the National Court Register.
Missing an update deadline may have serious consequences, including:
- personal liability of management board members,
- increased compliance risk.
As a result, clear internal procedures and responsibility mapping will become increasingly important.
One type of share only: the end of bearer forms
The draft reforms also aim to complete the transition away from bearer shares. All shares would become registered shares, fully unifying the ownership framework.
This step strengthens transparency and brings Polish corporate structures closer to international governance standards.
Although the proposed changes are still under discussion, they clearly signal the future direction of Polish company law. Companies that start preparing now will find it much easier to adapt once the new rules are formally adopted.