Polish company law
Company law in Poland
Polish company law is essentially shaped by German law. The Polish Sp. z o.o. in particular is similar to the German in many fields. The other Polish company forms such as Sp.J. (Polish OHG), Sp. z oo Sp. K. (GmbH & Co. KG), and SA (German AG) essentially correspond to the forms known also in Germany.
Our law firm advises companies on all corporate law matters under Polish company law.
Our team of lawyers supports you in establishing companies in Poland, including all associated legal formalities. Together with you, we select the legal form that fits your purpose and, after considering your needs and requirements, we create the articles of association tailored to you in accordance with applicable law. We also provide legal support in conflict situations between shareholders in order to maintain business activities of the organisation.
In our advice, we take into account the differences between your domestic and Polish law. We also support you in drafting various contracts for managing directors or board members. Our law firm supports clients in the preparation of all company contracts, company resolutions and accompanies them in holding shareholders' meetings and general assemblies.
We also offer legal advice in the field of company acquisitions in Poland and all issues related to M&A. Company acquisition, company sale or transformation of companies are currently important topics in the focus of corporate development of Poland towards international investments.
We advise companies with Polish and foreign participation in following areas, among others:
- Legal advice on establishment in Poland: branch or subsidiary under Polish law;
- Advice on the choice of legal form of the company in Poland;
- Advice on corporation law in Poland as it comes to different types of companies;
- Drafting of articles of association in Polish and English language and adaptation of foreign articles of association and rules of procedure to Polish law
- Negotiation and drafting of contracts for the company's representative bodies (managing directors or management board);
- Advice on the social law status of foreign entrepreneurs in Poland;
- Advice on liability issues of the representative bodies and shareholders in Poland;
- Accompanying shareholders’ meetings and assemblies in Poland and drawing up protocols and ordinary resolutions (e.g. appointing, dismissing of management, approval of annual financial statements) and extraordinary resolutions (relocation, capital increase, merger, etc.);
- Drafting of corporate control measures for the Polish subsidiary by the foreign parent company;
- Clarification of legal issues in international company law;
- Advice and regulations on corporate succession in Poland;
- Implementation of international and national restructuring actions such as transformation of companies, cross-border mergers and divisions;
- Advice and representation in all corporate law disputes in Poland, in particular between shareholders or between foreign shareholder and Polish company;
- Implementation of company’s dissolutions and liquidations.