A board of directors in three cities, shareholders abroad, and a resolution needed „yesterday”? We explain when resolutions of the management board and the shareholders’ meeting can be adopted remotely and signed with a qualified digital signature—and how to submit them to KRS without printing or mailing paper documents.
For most resolutions, the Commercial Companies Code does not require any specific form—it does, however, require that they recording and the signing of the minutes by specific individuals. And the minutes, like any document, can exist in electronic form, meaning they can be signed electronically.
From October 13, 2022. Resolutions of the board of directors of a limited liability company must be recorded in the minutes (Article 208¹ of the Commercial Code). The minutes include the agenda, the names of those present, and the number of votes cast on each resolution; dissenting opinions are also recorded. They are signed by at least the member of the board who is presiding over the meeting or conducting the vote, unless the articles of incorporation or the board of directors’ rules of procedure provide otherwise. In practice, many companies follow the custom of having all those present sign resolutions—and this is precisely where electronic signatures save the most logistical effort.
Resolutions of the shareholders' meeting are signed by the shareholders or, if applicable, their proxies, and are entered into minutes books. The minutes, however, are signed by the chairperson and the person taking the minutes (Article 248, § 1 of the Commercial Companies Code). An attendance list with signatures and a list of shareholders voting electronically shall be attached to the minutes. If the minutes are drawn up by a notary public, the management board shall enter an extract from the minutes into the corporate register.
The basis is Article 78¹ of the Civil Code: A declaration of intent submitted in electronic form and bearing a qualified electronic signature is equivalent to a statement made in writing. It is supplemented by an EU regulation eIDAS (910/2014), Article 25(2) of which grants a QES legal effect equivalent to a handwritten signature throughout the EU. An important nuance: this equivalence is granted by only a qualified digital signature — trusted profile and a handwritten signature are valid only where the law expressly permits them (e.g., in registration systems, as discussed below). We explain these differences in more detail in the article: Differences between trusted profile and qualified electronic signature.
We will not sign resolutions electronically if the Commercial Companies Code prohibits it a notarial deed — a prime example is amendment to the articles of incorporation (Art. 255, § 3 of the Commercial Companies Code). A QES does not replace a notarial deed. Systemic exception: companies established using a template in S24 They may amend the agreement to the extent provided for in the model resolution directly within the IT system—without a notary.
The 2020 regulations permanently digitized the operations of the governing bodies of limited liability companies — as default rule, which may only be excluded by the articles of incorporation.
Board of Directors (Art. 208, § 5¹–5³ of the Commercial Companies Code) may: participate in meetings using means of direct remote communication (e.g., videoconferencing), adopt resolutions in writing or remotely, and a member of the management board may also cast a vote in writing through another member of the management board.
Partners They have as many as four tracks:
| Procedure for Adopting a Resolution | Legal basis | What does the signature look like? |
|---|---|---|
| Board meeting (in-person or remote) | Art. 208, § 5¹–5², Art. 208¹ of the Commercial Code | The minutes must be signed by at least the chair of the meeting—preferably using QES on a PDF |
| A board member's written vote | Article 208, § 5³ of the Commercial Code | a signed statement — QES equivalent to a written statement |
| Shareholders' Meeting (Conference Room) | Article 248 of the Commercial Companies Code | those present or the chairperson + the secretary; QES instead of a pen |
| online shareholders' meeting | Article 234¹, Article 248 of the Commercial Code | Minutes as above + list of those who voted electronically |
| Written (circular) procedure | Article 227, § 2 of the Commercial Code | Consent and votes of all shareholders — QES is the safest option |
| Sample Resolution Template in S24 | Article 240¹ of the Commercial Code | Votes from all shareholders using the following system: QES / trusted signature / e-ID |
| Amendment to the Articles of Incorporation (other than S24) | Article 255, § 3 of the Commercial Code | Only a notarial deed—an electronic signature is not sufficient |
📌 Practical rule: The more people who need to sign a document and the more geographically dispersed they are, the more you stand to gain from a remote or circulation process combined with a qualified digital signature.
The most common scenario: the minutes of the board meeting are to be signed by several board members. That is what this format is for PAdES (PDF: Advanced Electronic Signatures) — a signature „embedded” in a PDF file, supporting multiple signatures submitted sequentially: Each subsequent person signs the same file, and a new signature does not invalidate the previous ones. We discuss the differences in formats in the article XAdES and PAdES — Two Forms of Digital Signatures.
Here's how the procedure works:
💡 We describe the order and technique for adding a second and subsequent signatures (as well as the difference between an additional signature and a countersignature) step by step in this guide: Countersignature or second signature? A practical guide for PAdES/XAdES.
From July 1, 2021. Applications for the KRS Business Register consist of exclusively electronically — The court dismisses paper resolutions without consideration. In practice, resolutions are submitted to the registry court in two ways.
Applications (e.g., to register a change in management or registered office) are submitted through PRS (Court Records Portal) on prs.ms.gov.pl and signs the QES using a trusted or personal signature. The documents serving as the basis for the entry shall be attached in accordance with Article 694⁴ of the Code of Civil Procedure:
This is where electronic resolutions have the edge: there’s no need to mail the originals or keep track of the three-day deadline.
The resolution approving the financial statements and the distribution of profits (or coverage of losses) is attached to the free filing in RDF (Financial Documents Repository) on ekrs.ms.gov.pl. The rule from Article 19e, paragraph 3, of the KRS Act It's user-friendly: all you have to do is an electronic copy (scan) of the resolution bearing a qualified electronic signature (QES), a trusted signature, or the personal signature of the person submitting the notification — that is, the person authorized to represent the company, whose PESEL number is disclosed in KRS (a professional representative may also file the report). Not every voting partner is required to have an electronic signature. Just keep in mind that the new RDF system, which will be operational starting in February 2026 and integrated with the PRS, technically requires you to sign each attached file separately — Just uploading a „plain” scan won't work.
Deadlines? The 2025 report, approved by June 30, 2026, must be submitted within 15 days—at the latest July 15, 2026. We have described the complete procedure (including the signing of the e-report itself) in the article: Financial Statements — How to Sign and File Them with KRS in 2026.
Resolutions are signed by people — and that is what a qualified digital signature issued to a specific individual is for. In the corporate section, it’s worth adding a second element: qualified seal issued to the company. According to eIDAS, a document bearing a seal benefits from presumptions of integrity and authenticity of origin — conveniently confirms that electronic copies of corporate documents provided to banks, auditors, or business partners originate from the company and have not been altered. When selecting tools for the board of directors, the following comparison will be helpful: SimplySign mobile signature or Certum Mini signature with a reader.
Electronic resolutions are the norm in a limited liability company, not an experiment: the Commercial Companies Code (KSH) permits remote meetings and voting; Article 78¹ of the Civil Code (KC) treats documents with a qualified electronic signature (QES) as equivalent to paper documents; and the PRS and RDF systems accept such resolutions without any issues.
As authorized partner Certum We will provide the entire board of directors with qualified digital signatures, help them install and configure the system for signing resolutions in PAdES—from the first certificate to the company seal.
📞 +48 22 417 05 55 | ✉️ [email protected] Offices: Warsaw, Krakow, Wrocław, Radom — as well as online meetings or meetings at a location of your choice.
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Yes. The minutes containing the management board’s resolution may be prepared as a PDF and signed with a qualified electronic signature (QES)—an electronic document is equivalent to a written one (Article 78¹ of the Civil Code). A resolution signed in this manner is attached as an attachment to the application on the Court Registers Portal without sending a paper original to the court.
No. When filing financial statements with the RDF, a scan of the resolution bearing a QES, a trusted signature, or the personal signature of the person submitting the filing is sufficient (Article 19e(3) of the Act on KRS). E-signatures from all partners are required only when adopting resolutions using the template in S24 (Article 240¹ of the Commercial Companies Code).
Yes—participation in a meeting via electronic means is permitted under Article 234¹ of the Commercial Companies Code, unless the articles of incorporation provide otherwise. This is determined by the person convening the meeting, and the rules are set forth in the bylaws adopted by the supervisory board or the shareholders; the meeting must also always have a physical venue.
Those for which the Commercial Companies Code (KSH) requires a notarial deed—primarily resolutions amending the articles of association (Article 255, § 3 of the KSH). A QES does not replace the form of a notarial deed. Exception: Companies established via S24 may amend their articles of association using a template resolution within the system, signing the votes with a QES, a trusted signature, or an e-ID.
Yes. The PAdES format supports multiple signatures on a single PDF file: signers add them sequentially, one after another, and each subsequent signature preserves the validity of the previous ones. It is a good idea to add a qualified timestamp at the end to document the date of the resolution.
In registration systems (PRS, RDF, S24), a trusted signature is accepted alongside QES and the e-ID. Apart from these, only a qualified signature ensures equivalence with a written form (Article 78¹ of the Civil Code)—therefore, for resolutions signed outside these systems, especially via a circulation procedure, QES is the secure option.
