Changing the seat is not only the necessity to move the entire company and the related logistic challenges. The change of seat also involves other – very important – formal activities.
In the case of companies – the seat is specified in the articles of association (in accordance with the provisions of: Art. 157 § 1 point 1 K.s.h. and art. 41 of the Civil Code – Journal Of Laws of 2020, item 1740), and an amendment to the articles of association becomes valid only after it is entered in the National Court Register (pursuant to Art. 255 § 1 of the Commercial Companies Code). Note – a company seat is not the same as an address – and this means that the change requirements are different. The address is modified by a resolution of the company’s management board. It sounds complicated, so we rush to help and explain.
Company seat and company address – what’s the difference?
In everyday language we use these two terms interchangeably – and this is absolutely correct. However, from a legal point of view, these terms have a slightly different meaning. The seat of the company is the city, and the address is specific location data – i.e. street, house number, apartment number. These discrepancies translate into different requirements for formal action in the event of changes.
The company’s seat remains the same, only the address changes – then what?
Since the seat – i.e. the place – of the company remains unchanged, there is no obligation to amend the articles of association. The change of address itself should be reported, among others to the National Court Register. Modification of the address does not necessitate introducing changes to the articles of association – so there are fewer formal steps to be completed than in the case of changing the company’s seat.
Change of seat of the company – what you should know
Limited Liability Company Agreement concluded with a notary public also requires his presence in the event of changes to the contract itself. A resolution adopted by shareholders is included in an appropriate notarial protocol, and then a relevant entry in the National Court Register must be obtained. The following attachments will be required to complete this activity:
- Extract from the notarial deed containing the minutes from the shareholders’ meeting together with the resolution on the amendment to the articles of association (it must be the original extract);
- Uniform text of the articles of association with amendments – if a completely new text has not been adopted which is treated equally;
- Proof of payment of the application fees (ie PLN 350).
If the supplementary data has changed, the NIP-8 form must also be submitted – at the competent tax office. In the event of a change in the properties of the tax authority – the VAT-R should be updated. What are the specific supplementary data? This information is about:
- Addresses related to places of business;
- Correspondence address;
- Business address;
- Address of the location where the accounting documents are stored.
What about other important bodies such as the Social Insurance Institution? What about the REGON register? After being entered in the National Court Register, the data becomes basic data – it means that they will be sent to the offices. The Central Register of Entities – the National Taxation Register (CRP KEP) will update this information in ZUS and REGON – the company has this issue out of mind.
Change of the company’s seat – what else should you pay attention to?
Counteracting money laundering and financing of terrorist organizations is an extremely important issue in the world. These issues are dealt with in our country by the Central Register of Real Beneficiaries (CRBR) – established on the basis of the Directive of the European Parliament and the Council of the European Union (2015/849 of May 20, 2015). This system collects (and processes) data about persons who exercise direct or indirect control over the company.
The registered office of the company must be updated in the CRBR – and it is the company’s obligation to send the information. In addition, the company, for its own benefit, must inform about the changes (in accordance with the judgment of the Supreme Administrative Court of September 28, 2020, file reference number I FSK 911/20):
- contractors;
- banks;
- the tax authority;
With all these issues in mind, you can easily take care of logistics when moving – without the unnecessary stress of relocating the company.