The sale of shares in a sp. z o.o. (limited liability company) requires a contract in written form with signatures certified by a notary (or a contract concluded in the S24 system, if the company was formed on the standard template), notification of the company and an update of the data in KRS (National Court Register). The buyer pays 1% tax on civil-law transactions (PCC) on the market value of the shares, and the seller as a natural person — 19% income tax on the gain. Below we describe how to carry out the transaction safely and on time.
Before the contract: check the articles of association
The Code of Commercial Companies allows the articles of association to make the disposal of shares conditional on the company's consent or to restrict it in another way. The most common provisions are:
- a company consent requirement — unless the articles provide otherwise, consent is given in writing by the management board; where it is refused, the registry court may authorise the disposal for important reasons,
- pre-emption or first-refusal rights of the other shareholders, with a defined procedure and deadline for the offer,
- a ban on disposal for a specified period or to competitors.
A sale that disregards those provisions may be ineffective, so analysis of the articles of association is the first step, not a formality at the end. It is also worth taking a current extract from KRS and checking whether the shares are not encumbered by a pledge or usufruct.
Company review and setting the price
The buyer takes over the shares together with the whole history of the company: tax obligations, contracts, disputes and liabilities towards employees. That is why for larger transactions a company review covering finance, taxes, contracts and HR matters is carried out. The result of the review feeds through into the price and into the seller's representations in the contract — e.g. a statement that there are no arrears at the tax office and ZUS (Social Insurance Institution), backed by certificates.
The price should match the market value. This matters for tax: both PCC and income tax are calculated on the market value, and the tax authority may challenge a price that clearly departs from it.
Share-purchase contract — form and content
The form is strictly defined: written with notarially certified signatures. An exception applies to companies whose articles were concluded using the template — there, shares may also be disposed of through the IT system, by signing the statements with a qualified, trusted or personal signature. The contract should set out at least:
- the parties and the number and nominal value of the shares being disposed of,
- the price, deadline and method of payment,
- the moment at which the shares pass (e.g. on payment of the price),
- the seller's representations and warranties on the state of the company,
- the rules of liability where the warranties prove false,
- which party notifies the company of the transfer of the shares.
After signing: company, KRS and CRBR
- Notification of the company. The transfer of shares takes effect vis-à-vis the company only once it receives notification from one of the parties together with proof of the transaction.
- Share register. The management board enters the change in the share register and files with the registry court a new list of shareholders signed by all board members.
- Application to KRS. If the change concerns shareholders holding at least 10% of the capital (they are disclosed in the register) or the sole shareholder, the management board files an application to amend the entry within 7 days of the event, via the Court Registers Portal. The fee for an amendment application is PLN 250.
- CRBR. If the ultimate beneficial owner has changed, the update is notified to the Central Register of Beneficial Owners (CRBR) within 14 days of the change.
A share sale is often accompanied by other changes: dismissal and appointment of the management board, change of address or company name. They can be filed in a single application, which simplifies the procedure.
Taxes on the sale of shares
| Tax | Who pays | How much and when |
|---|---|---|
| PCC | buyer | 1% of the market value of the shares; PCC-3 return and payment within 14 days of signing the contract |
| PIT (seller — natural person) | seller | 19% of income (price less costs of acquiring the shares); settled in the annual PIT-38 return for the year of the sale |
| CIT (seller — company) | seller | income from the sale of shares settled in CIT on general terms |
Tax-deductible costs include, among other things, the amount spent on taking up or acquiring the shares — e.g. the value of the contribution made when founding the company or the price paid to the previous shareholder. That is why it is worth keeping documents from the time of taking up the shares, even many years ago.
Example
In 2021 a shareholder took up 50 shares at PLN 100 each (contribution of PLN 5,000) in a company in which she holds 50% of the capital. In 2026 she sells them to the other shareholder for PLN 120,000, which matches the market valuation. The articles of association require the management board's consent — the board grants it in writing before the contract is signed before a notary.
- the buyer files PCC-3 and pays PLN 1,200 of PCC within 14 days,
- the seller reports income of PLN 115,000 (PLN 120,000 minus PLN 5,000) and will pay PLN 21,850 of PIT when filing PIT-38 for 2026,
- the buyer becomes the sole shareholder, so the management board notifies the court, files a new list of shareholders and an application to amend the KRS entry with a PLN 250 fee, and then updates the CRBR.
How Good Balance can help
We handle share-sale transactions from analysis of the articles of association and review of the company's state, through drafting of the contract, to KRS and CRBR filings and tax settlement. The details are in the description of the company sale service. The register-related effects of the transaction are handled under company changes, and in non-standard cases we invite you to a legal consultation.