In Poland, a notariusz (notary public) is a licensed legal professional appointed by the Minister of Justice. Unlike in common law systems, a Polish notary is a member of a regulated profession and their acts carry the force of public documents. Many commercial transactions require a notarial deed (akt notarialny) for legal validity — without it, such transactions may be considered null and void under Polish law.
The Legal Basis for Notarial Activity
The primary statute governing the notarial profession in Poland is the Prawo o notariacie — the Notarial Law Act of 14 February 1991 (Dz.U. 1991 nr 22 poz. 91, with subsequent amendments). This act defines the scope of notarial competence, fee limits, archiving obligations, and disciplinary rules applicable to all Polish notaries.
Commercial activity is further shaped by relevant KSH provisions, the Civil Code (Kodeks cywilny), and the Land Register Act, which specify which transactions require notarial form.
When a Notarial Deed Is Mandatory
The following commercial and civil transactions are legally required to be in the form of a notarial deed:
- Articles of association for spółka z o.o. (unless formed via S24), spółka komandytowa, spółka akcyjna, and P.S.A. (unless via S24)
- Amendments to articles of association for capital companies (sp. z o.o., S.A., P.S.A.) that were originally formed as notarial deeds
- Real estate transfer agreements — all purchase, donation, or exchange agreements involving immovable property
- Establishment of a mortgage (hipoteka) on real estate
- Division, merger, or transformation of commercial companies under KSH
- Share transfer in sp. z o.o. — signatures must be notarially certified (not necessarily a full notarial deed)
- Powers of attorney for acts requiring notarial form
- Testaments and certain inheritance-related documents
Notarially Certified Signatures vs. Full Notarial Deed
It is important to distinguish between two instruments: (1) a full akt notarialny, in which the notary drafts or reviews the entire document and certifies its content and signatures; and (2) notarially certified signatures (podpisy notarialnie poświadczone), in which the notary only confirms the identities of the signatories without certifying the content. Share transfer agreements in sp. z o.o. require only certified signatures, while real estate transactions require a full notarial deed.
What a Polish Notary Is Authorised to Do
Beyond drafting notarial deeds, a Polish notariusz is authorised to:
- Certify the authenticity of signatures and copies of documents
- Prepare notarial protocols (e.g., of shareholder meetings or tender proceedings)
- Hold funds in escrow (depozyt notarialny) for real estate or commercial transactions
- Issue europejskie poświadczenie spadkowe (European Succession Certificate) for cross-border inheritance cases
- Submit documents to KRS on behalf of clients following company formation or amendment
Notary Fee Structure in Poland
Notarial fees in Poland are regulated by the Regulation of the Minister of Justice on the maximum rates for notarial activities (Rozporządzenie Ministra Sprawiedliwości w sprawie maksymalnych stawek taksy notarialnej). The fee is based on the transaction value according to a progressive scale:
| Transaction Value (PLN) | Maximum Fee |
|---|---|
| Up to 3,000 | 100 PLN |
| 3,001 – 10,000 | 100 PLN + 3% of surplus above 3,000 |
| 10,001 – 30,000 | 310 PLN + 2% of surplus above 10,000 |
| 30,001 – 60,000 | 710 PLN + 1% of surplus above 30,000 |
| 60,001 – 1,000,000 | 1,010 PLN + 0.4% of surplus above 60,000 |
| Above 1,000,000 | 4,770 PLN + 0.2% of surplus above 1,000,000 (max 10,000 PLN) |
These are maximum rates — notaries may charge less. VAT at 23% is added to the base fee. Additionally, the notary collects court fees and publication charges on behalf of the client when documents are filed with KRS.
Finding a Licensed Notary in Poland
All licensed notaries in Poland are registered with the Krajowa Rada Notarialna (National Council of Notaries). A searchable directory of notarial offices by city and district is available at notariat.pl. For company formation purposes, any notarial office in Poland has territorial competence — the notary's location does not need to correspond to the company's registered address.
Notarial offices in major Polish cities such as Warsaw, Kraków, Wrocław, and Gdańsk typically offer appointments within 3–7 business days for routine commercial transactions. Complex restructuring operations may require longer lead times.
Notarial Archives and Document Retention
Polish notaries are required by law to retain originals of all notarial deeds in their personal archive for the duration of their professional activity. Upon retirement or dissolution of the notarial office, archives are transferred to the district court or another designated notary. Certified copies (wypis) of notarial deeds can be issued to parties at any time — these have the same legal force as the original.
Electronic Notarial Acts
As of 2023, Polish law permits certain notarial acts to be performed remotely through the electronic notarial system (system teleinformatyczny notariatu). This applies primarily to shareholder meetings and document certification rather than full property transactions. In-person appearance remains mandatory for real estate deeds and company formation via notarial deed.