Shareholders' Meetings: Organisation

Organisation of Shareholders' Meetings and General Meetings

A shareholders' meeting (for a limited liability company) or a general meeting (for a joint-stock company) is the highest decision-making body of a company. Its proceedings must comply strictly with the requirements of the Polish Commercial Companies Code (Kodeks spółek handlowych) and the company's articles of association. Procedural errors can render resolutions invalid and expose the company or its management to liability.

We handle the full organisation of these meetings, from the initial notice through to the completed documentation, including any required KRS filings.

Types of meetings

• Ordinary shareholders' meeting (ZZW): held at least once a year, typically within 6 months of the end of the financial year. Approves the financial statements, profit distribution or loss coverage, and grants discharge to management board members.
• Extraordinary shareholders' meeting (NZW): convened whenever necessary to pass resolutions that cannot wait until the next ordinary meeting. Examples: capital changes, amendments to articles of association, M&A decisions, appointment of liquidators.

Convening the meeting

The meeting is convened by the management board (or, in certain circumstances, the supervisory board or individual shareholders). We assist with:

• Drafting the notice of the meeting with a complete and legally correct agenda
• Ensuring the statutory notice period is met (at least 2 weeks for a sp. z o.o., longer for a S.A.)
• Serving notices correctly: by registered post, courier, or electronically if the articles of association permit
• Preparing the meeting materials: financial statements, draft resolutions, reports
• Arranging a notary where a notarial record of the meeting is required (e.g. amendments to the articles of association of a S.A.)

Conducting the meeting

• Verifying the identity and authority of participants (including powers of attorney for proxies)
• Checking that a quorum is present
• Chairing the meeting and ensuring proceedings follow the agenda
• Advising on required voting majorities: simple majority, absolute majority, two-thirds or three-quarters of votes, as required by law or the articles
• Recording dissenting votes at a shareholder's request

Documentation and post-meeting steps

• Preparing the minutes of the meeting with a complete record of resolutions and voting results
• Preparing a notarial deed where required by law
• Filing resolutions with the KRS within the statutory deadline (typically 7 days)
• Updating the shareholder register or share ledger if ownership changes were resolved
• Filing CRBR updates where the beneficial owner structure has changed

Remote and hybrid meetings

Polish law allows shareholders' meetings to be held remotely or in a hybrid format if the articles of association permit it. We advise on the technical and legal requirements for conducting valid remote meetings and prepare the necessary internal regulations.

If you need to organise a shareholders' meeting or general meeting, contact us. We will take care of the entire process and ensure the outcome is legally sound.