Restrictions on the transferability of shares and interests (so-called winkulacja)

This term refers to the law of the country selected below.

  Poland

What is a restriction on the transferability of shares/interests (so-called winkulacja)?

In Polish corporate practice, the term winkulacja is commonly used to describe a restriction on the transfer or disposal of shares or interests, for example a requirement to obtain the company’s consent. In a limited liability company, the articles of association may make the transfer of a share, part of a share or a fractional part of a share subject to the company’s consent or may otherwise restrict the transfer. In a joint-stock company – under the law in force on 11 September 2026 – the articles of association may make disposal of registered shares subject to the company’s consent or otherwise restrict disposal of such shares. In addition, shareholders may enter into agreements restricting the disposal of shares for a specified period. KSH limits such restrictions to a maximum of five years, while agreements establishing a pre-emption right or another priority right to acquire shares may apply for up to ten years. Such contractual restrictions primarily produce contractual effects between the parties.

Winkulacja in insurance practice

The term winkulacja is also used in Polish insurance practice, particularly in connection with security for bank financing. Under Polish law it is not a separate statutory legal institution with uniform effects; its consequences depend on the insurance contract, assignment, pledge or another security arrangement agreed by the parties. Such a clause may, in particular, make payment of insurance proceeds conditional on the creditor’s consent. However, the mere label winkulacja does not automatically create a pledge, a prohibition on assignment or a separate right of satisfaction in bankruptcy. The scope of the creditor’s protection must be assessed by reference to the specific contractual provisions and the security mechanism used.

Legal basis: Articles 182, 337 and 338 KSH. Legal status as at 11 September 2026; the amendment published in Journal of Laws 2026, item 176 will amend Article 337 KSH from 18 February 2027.