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When registering a company in Poland or making changes to its details, you will often come across two terms — siedziba spółki and adres spółki. Both relate to the company’s location, but from a legal perspective they have different meanings.

Understanding this distinction is particularly important for a Sp. z o.o., because changing the company’s registered seat and changing its address involve different procedures and documentation.

What is siedziba spółki?

Siedziba spółki is the town or city where the company’s governing body, usually the management board, is located, unless otherwise provided by law or the company’s incorporation documents.

For example, if the company is located in Kraków, its siedziba is Kraków, regardless of the specific street or office number.

For a Sp. z o.o., the registered seat is a mandatory element of the umowa spółki.

If the company changes the town or city, for example by moving from Kraków to Warsaw, the relevant amendments must be made to the umowa spółki. If the company agreement was concluded in notarial form, the amendments must also be made in the appropriate notarial form.

What is adres spółki?

Adres spółki is the company’s specific postal address. It includes the street name, building or office number, postal code, and town or city.

For example:

Siedziba: Kraków
Adres: ul. Przykładowa 10, 30-001 Kraków

The company’s address is usually determined by the management board, and the relevant details are entered in the KRS (Krajowy Rejestr Sądowy).

If the company moves to another street or office but remains in the same town or city, there is no need to amend the umowa spółki. As a rule, a management board resolution changing the address is sufficient.

How is the change made?

The procedure depends on what exactly is being changed:

a change of siedziba spółki requires an amendment to the umowa spółki;
a change of adres spółki within the same town or city does not require an amendment to the company agreement and is usually made by a management board resolution.

In both cases, the relevant details must be updated in the KRS and, where necessary, in other registers and the company’s tax records.

What is the main difference?

It is easy to remember:

Siedziba spółki is the town or city where the company is located.
Adres spółki is its specific postal address.

Therefore, moving an office within the same city and relocating the company to another city are legally different changes and require different procedures.

Conclusion

Siedziba spółki and adres spółki are not the same thing. The first refers to the town or city where the company is located, while the second refers to its exact postal address.

This distinction has practical importance because changing the city may require amendments to the umowa spółki, while changing the address within the same town or city is usually a simpler procedure.

In any case, it is important to update the company’s details in the KRS and other relevant registers in a timely manner.