The group’s board decides in Düsseldorf on Monday morning that the president of the Polish management board (prezes zarządu) should be replaced this week. From when, exactly, is she out? When can her successor sign for the company? And what does the bank see?

The answer sits across three dates that most group GCs run together into one, and shouldn’t: the day of the shareholders’ resolution, the day of the KRS entry, and the day the outgoing member’s mandate expires. For an sp. z o.o. the Polish mechanics are simple, so long as those three dates are kept apart.

The resolution: who takes it, in what form, and from when it binds the group

The default rule is in Art. 201 § 4 KSH: a member of the management board (zarząd) is appointed and removed by a resolution of the shareholders, unless the articles of association (umowa spółki) say otherwise. In a wholly owned subsidiary that is one line of text signed by the sole shareholder - in practice, by a representative of the parent, under a power of attorney or an authorisation from the parent’s own board. The resolution needs no notarial deed and no auditor; its form is ordinary written form.

For precision: an amendment to the articles of association does need a notarial deed. A resolution to change the composition of the board does not. The two get confused because both are “shareholders’ resolutions”, and they fall into different buckets.

The resolution takes effect on the day it is passed, or on any later date it names. Groups sometimes pass the resolution a few days ahead, with the removal of the outgoing member and the appointment of her successor both keyed to the handover date. No service on the removed member, no KRS entry and no bank acknowledgement is needed for either. The successor can sign for the company from the effective date, even while the register still shows the old board and the bank still has the old signature cards. What that gap means for counterparties is covered in the last section.

The articles may move the appointment power elsewhere - to a supervisory board, or to a particular shareholder with an individual right - so check them before drafting. Even then, on the prevailing view, the shareholders keep their own right to remove a board member by resolution.

Removal “at any time” - and the limit nobody puts in the articles

Art. 203 § 1 KSH gives the shareholders the right to remove a member of the board at any time. No notice period, no need to show cause, no requirement to give the member a hearing. If she also has an employment contract, or a services contract under which she invoices the company through her own business (what Polish practice calls a “B2B” contract), the removal does not end it and does not take away her claims under it. That is a separate track, settled outside corporate law.

The Code does offer a brake: Art. 203 § 2 lets the articles of association limit the right of removal to “important reasons”. Tie removal to just cause, and the member gets some stability. In practice I have yet to see such a limit in the articles of a Polish subsidiary of a foreign group - a sole shareholder has no reason to tie its own hands against its own board. Where this protection does appear, it sits in a shareholders’ agreement between joint-venture partners and binds them to one another, not the company. If you do find “important reasons” in the articles, read the clause closely: a total bar on removal is not enforceable, so what matters is what the drafter actually wrote.

Ending the function and ending the contract are two steps. Remove her from the board first, then terminate the contract - or let it run on its own terms.

Term of office and mandate - longer than it looks

If the articles are silent, Art. 202 § 1 KSH fills the gap: the member’s mandate expires on the day of the ordinary (annual) shareholders’ meeting that approves the financial statements for the first full financial year of her service. “Full” is the important word.

In numbers: appoint a member on 10 January 2026, with a financial year that matches the calendar year, and 2026 is not a full year of her service. The first full year is 2027. Her mandate expires on the day of the ordinary shareholders’ meeting that approves the 2027 financial statements, due by 30 June 2028. That is almost two and a half years. Appoint her on 10 December 2026 and it is the same meeting: about one and a half years. Never just one.

Where this bites is bookkeeping. With three or four members appointed in different years, someone has to track three or four expiry dates and put each renewal on the right meeting’s agenda. And the mandate ends only when that meeting is actually held and votes on the financial statements. Hold it late, and the mandate runs until it is held; skip it, or hold it without that vote, and the mandate carries on. The outgoing member keeps signing and keeps carrying personal liability. The fix is to hold the meeting.

In plain terms: the clean workaround is to provide in the articles that board members are appointed for an indefinite period. The Code allows it, and the member then stays on the board until she is removed or resigns - no counting, no reminders. For a wholly owned subsidiary this is almost always the right default. The exception is a company set up through the S24 online system: its template requires a term in years (at most five) and offers no “indefinite” option, so the group lives with a term until the first notarial amendment of the articles, which can switch to indefinite in one deed.

Resignation - and why the group cannot just agree the member out

A board member can resign at any time; resignation is a unilateral act and needs no acceptance from the company. The practical question is who it has to reach to take effect.

The Supreme Court settled this in a resolution of 31 March 2016 (III CZP 89/15, seven justices): a resignation is addressed to the company and takes effect when another board member or a commercial proxy holder (prokurent) can read it. Sending it to the shareholder, to the chair of the group’s board or to the general counsel in Düsseldorf does not count - they are not the company for this purpose.

That works while the board still has another member or a commercial proxy holder. If the resigning member is the only one left, Art. 202 § 6 KSH takes over: she submits her resignation to the shareholders and, at the same time, calls a shareholders’ meeting under Art. 233¹ KSH. The meeting needs at least two weeks’ notice, and the resignation takes effect the day after the date for which it is called - whether or not the meeting takes place, and whether or not anyone is appointed at it.

Two scenarios turn up often enough that a foreign group should know them:

  • A sole board member decides over a weekend that she is finished with the group: she has served notice on her B2B contract, the laptop is on the desk, and she wants out on Monday. She cannot have Monday. She calls a shareholders’ meeting - her resignation goes with the invitation - and she is formally out the day after the date set for the meeting: at least two weeks and a day after she sends the invitation.
  • The group and the member agree to part ways: “fine, resign, and we will pick your successor once we have one.” That looks like a tidy exit, and it does not work the way they expect. If she is the only board member, she cannot simply leave: she has to call the meeting, and the clock then runs whether or not the group has a successor. If nobody is appointed by the day after that meeting date, the company is left without a board. The mechanism exists so that a company is not abandoned with no one in charge, and it gives the shareholder a meeting on the calendar and a deadline to fill the seat.

The usual workaround for a planned handover: hold an extraordinary shareholders’ meeting, appoint the successor by resolution and record the outgoing member’s removal in the same minutes. Clean board, clean register, one filing.

From resolution to KRS: filing the change

Once the resolution is passed, the KRS Act gives the company 7 days to file the change - online, through the Court Registers Portal (Portal Rejestrów Sądowych), in division 2 of the company’s entry. The application is signed with a qualified electronic signature (QES), a trusted signature (ePUAP) or a personal signature (Polish e-ID), or filed by a Polish lawyer under a power of attorney. For a board member without a PESEL, the Polish personal ID number, only a QES works (see also E3 on the formation clock).

One formality surprises people. With the application, the registry court wants the written consent of each newly appointed member, together with her address for service (Art. 19a(5) of the KRS Act). That is a registration requirement: the resolution appointing her is valid without a written consent; the court simply will not register the change until it has one. No separate document is needed if she signs the application herself, or if her consent is recorded in the minutes of the meeting that appointed her - the easiest route in a group. If her address for service is outside the EU, she must also name an agent for service in Poland.

For a change on the board the entry is declaratory, not constitutive: the member is in or out from the date the resolution says, whatever the register shows. What the entry decides is who can be held to the change. Until it is registered, the company cannot rely on it against a counterparty acting in good faith (Art. 14 of the KRS Act), and for 16 days after the entry it still cannot rely on it against someone who proves they could not have known. In plain terms: a removed president who still appears in the register can sign a contract that binds the company, if the other side relied on the register and knew nothing of the removal. The bad faith that counts is the counterparty’s, not hers - so the remedy is to take that good faith away: file at once, and tell the bank and the key counterparties directly. In a friendly handover this hardly matters; in a hostile one it is the risk to manage. The registry court typically registers a straightforward board change in two to three weeks.

Build the two timelines separately. The group’s internal steps (appointment letter, induction, access rights, handover) run from the effective date in the resolution; the external ones (bank signature cards, powers of attorney for third parties, references in contracts) wait for the registered extract. The bank, the group’s authorised signatories and the accounting provider do not watch the register for you - tell each of them.

What this means for you

For a routine change on the Polish board, the group signs one resolution, and that resolution is the moment of effect - on the day it is passed or on a later date it names. The KRS filing follows within 7 days: declaratory for the change itself, but it decides when the outside world can be held to it. Two traps are quieter than they look: the default mandate runs between one and a half and two and a half years, not one (unless the articles say “indefinite”), and a sole board member cannot step down without first calling a shareholders’ meeting at two weeks’ notice. Both are easy to handle if you see them coming.

Watch out

  • The default term of office runs between one and a half and two and a half years, not one - and it ends only when the ordinary shareholders’ meeting is actually held and votes on the financial statements. Until then the outgoing president keeps signing. The clean fix is “indefinite period” in the articles.
  • A resignation delivered to the wrong person is a non-event. It has to reach the company - another board member or a commercial proxy holder. An email to the parent’s general counsel does not do it.
  • Articles may limit removal to “important reasons”, but cannot take the shareholders’ right of removal away altogether. In practice this limit lives in shareholders’ agreements, not the articles - if you find one in the articles, read it before relying on it.
  • Declaratory does not mean risk-free. The removed member is out from the resolution, but until the change is registered the company cannot rely on it against a counterparty acting in good faith. File within days, and tell the bank and key counterparties yourself.
  • Written consent is for the registry court, not for the resolution. The appointment is valid without it; the change will not be registered without it, unless the new member signs the application or her consent is in the minutes. A member with an address outside the EU also needs an agent for service in Poland.
  • Removal from the board and termination of the employment or B2B contract are two separate steps. Close the function first, then the contract.

Next steps

  • Check the articles for anything on term of office, “important reasons” and voting majorities before the resolution is drafted. If the term is the Code default, consider switching the articles to “indefinite period” and ending the counting problem for good.
  • Draft a one-page resolution: name, function, effective date, signature block.
  • Record the new member’s consent in the minutes, or have her sign the KRS application; collect her address for service (and, for an address outside the EU, an agent for service in Poland).
  • If the appointment replaces a resigning member, run the removal and the appointment in one meeting - it keeps the register clean.
  • File the change with the KRS within 7 days of the resolution.
  • Tell the bank, the group’s authorised signatories and the accounting provider directly - none of them watch the KRS for you, and telling them is what protects the company.