The first stage of conducting a business activity constitutes quite a challenge for entrepreneurs. The process of the company’s registration itself is demanding and the new company must gain a reputation as well as customers to generate profits. For this reason, buying shares of a company that already exists may be a beneficial solution. In such a situation, the entrepreneur may immediately start business operations. Therefore, it is worth knowing what the procedure of buying a company in Poland looks like.
Table of Contents
- Purchase of a company vs. purchase of company’s business
- Buying a limited liability company in Poland
- The purchase of a joint-stock company in Poland
- Entry to the Polish Central Register of Real Beneficiaries after buying a company in Poland
Purchase of a company vs. purchase of company’s business
First of all, it is worth noticing the difference between buying a company and buying a company’s business. Buying a company means that new partners and shareholders will take control of it. In case of a partnership, changing the company’s agreement is sufficient. As well as by the inclusion of a new partner in place of the previous one. Buying a private limited company in Poland consist in the purchase of all or most of the company’s shares. In this way, the buyer will gain the possibility to take real control over a company.
On the other hand, buying the company’s business means buying tangible and intangible assets. The assets which company uses to proceed with its business operations.
The company’s business comprises, among others, the ownership of real estate or movable properties and receivables. Moreover, it also includes funds and industrial property rights.
According to the Polish Civil Code, a contract of sale of the company’s business must have written form. The signature must be authorised by a notary public. The parties to the agreement should visit the notary public who will confirm their identity. He will also confirm the fact of signing the agreement in the notary’s presence. Such authorisation of the signatures is subject to a fee.
How to buy ‘shares’ in the Polish partnership?
Partnerships in Poland are established to achieve the common economic goal of the partners. The relation between the partners is in the foreground. Such businesses are governed by the principle of the unchanging composition of partners. Therefore, the company’s agreement must explicitly allow for the possibility to transfer the rights and responsibilities to another person. In order for the rights and obligations to be effectively transferred to a new partner, the company’s existing partners must agree in writing, unless the partnership agreement provides otherwise.
The partners report the change of the governing body’s composition to the National Court Register. To fulfil this obligation, they submit an application for the amendment of the company’s data. If the company’s agreement has a traditional form, the application goes via Portal Rejestrów Sądowych. If the agreement of the partnership is the template available in the S24 system, a partner may proceed with transferring the rights and responsibilities also via the contract template in the system. Signing of auch agreement goes with a qualified electronic signature, personal signature or with the use of the trusted profile.
Buying a limited liability company in Poland
First of all, it is worth mentioning that the agreement of the limited liability company may assume that the disposal of the company’s shares will depend on the approval of the company itself. In such a case, for the sale of shares to be effective, the management board must provide its written consent.
What is important, the governing body may refuse to agree to the transaction. Despite the governing body’s refusal, the registry court may grant such consent to the transaction if there are important reasons for it. If a partner disposes of the company’s shares without consent, his or her actions are ineffective towards the company and parties to the agreement.
Form of share purchase agreement in Poland
Disposal of the company’s share, its part or fractional part must have written form with a notarial authentication of the signatures. It is very important – the activity performed in any other form will be invalid.
In the case of a company whose agreement is contract template, the partner may also dispose of his or her shares with the use of the template available in the ICT system. The seller and the buyer must sign declarations with qualified electronic signatures, trusted profiles or personal signatures.
Obbligation to inform the company about the sale of its shares
The seller or the buyer must inform the company about the transaction and provide proof of the act, namely, a contract of disposal of shares concluded in an appropriate form. When a company receives this notice, the transfer of shares becomes effective.
After receiving the notice about the disposal of shares, the company should enter the new partner into the register of shares. Then, the governing body must submit to the registry court a list of associates, signed by all the members of the governing body. The list should also provide the number and the value of the shares owned by each of the associates.
A shareholder of a Polish limited liability company not always visible in the companies register
A transaction of selling shares as a result of which the buyer becomes an associate holding at least 10% of the company’s share capital, must be reported to the National Court Register within seven days from the moment of notifying the company about the transaction. The registration form is available in the ICT system.
Share purchase agreement in Poland – taxes
The contract for the sale of shares in a limited liability company is subject to tax on civil law transactions. The tax rate is 1% of the selling price. The buyer is obliged to submit a tax return and to pay the tax within 14 days. The seller of shares, on the other hand, should pay the income tax, which amounts to 19%.
The purchase of a joint-stock company in Poland
The shares of the joint-stock company are transferable. Selling of the shares should have a documentary form to be valid. The acquisition of shares is effective on the date of inscription in the register of shareholders.
Sale of shares in joint-stock company not always fully discretional
The company’s statute may make the disposal of the registered shares depend on the company’s approval. The statute may also restrict the possibility of disposing of the registered shares in another way. If the statute makes the transfer of shares dependent on the company’s consent, the management board should give it in writing.
If the company refuses to give its consent for the transfer of shares, it shall indicate another buyer. The deadline for naming a buyer, the price or the method of determining it, as well as the date of payment shall be specified by the statute. If these conditions are not present in the company’s statute, the registered shares may be subject to disposal without restrictions. The deadline for indicating another buyer may not exceed two months from the moment of notifying the company about the intention of transferring the shares.
Share purchase agreement of a JSC in Poland – taxes
The seller shall pay the income tax, which amounts to 19%. The buyer, on the other hand, must pay the tax on civil law transactions within 14 days. Its rate amounts to 1%.
Entry to the Polish Central Register of Real Beneficiaries after buying a company in Poland
Pursuant to the provisions of the Act on counteracting money laundering, in Poland, there functions a Central Register of Real Beneficiaries. A real beneficiary is a natural person who directly or indirectly has control over an entity. It means that he or she owns the rights that enable having a real impact on the operations and actions undertaken by the entity. A buyer of a Polish company who acquired the rights of the partner or purchased shares in a company is a real beneficiary, as long as he or she controls the company as a result of this transaction.
Which companies have to register in CRBR?
The obligation to register concerns real beneficiaries of all legal forms of Polish companies. Only the persons authorised to represent the company can submit the data to the Central Register of Real Beneficiaries. Proxy can’t perform this action. Registration into the Central Register of Real Beneficiaries may be done electronically via the official website of the Register. The registration is free of charge and via the form available in the system.
Reporting to the register requires the identification data of both the company and the real beneficiary. Moreover, it should also include details of the member of the governing body that is representing a company. Aside from personal data, the application should contain information on the beneficiary’s rights, as well as on the size and character of his or her shares in the company.
Information to the register shall be submitted within seven working days from the moment of changing the real beneficiary.
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