Company transformation

Company transformation

Other services in: Doing business in Poland

Jakub Chajdas

Jakub Chajdas

Partner / Attorney-at-law

If the current form of conducted business no longer corresponds to your expectations, e.g. due to economic development, or if you are looking for a new way to refresh your business assumptions because of changing economic conditions, you should consider implementing changes. The company transformation in Poland allows for adjusting its organizational and legal form of business activity to your needs. Both partnerships and corporations are subject to the transformation rules.

Transformation of Polish companies – procedure and timeframe

Apart from changing legal from, the company’s transformation leads to succession, i.e. the transfer of all rights and obligations (including concessions and permits received by a company in its previous form) to the transformed company. This process is the fastest and simultaneously the simplest way to change the company’s legal form.  Moreover, it guarantees the preservation of the current tax identification number [Polish: NIP] and National Business Registry Number [Polish: REGON].

The process of a company’s transformation may take from two to even several months. Much depends on its prior preparation. The Code of Commercial Companies and Partnerships specifies precisely the actions that should be undertaken by the partners in order to proceed with the transformation.

The transformation of companies constitutes a complex and multifaceted process. First of all, certain actions should be taken, such as:

  • Preparation of draft terms of transformation (in a written form, for evidential purposes), including e.g. company’s balance sheet. The draft is examined by an auditor appointed by the registry court;
  • Adoption of a resolution by the company’s management board or partners, followed by declarations of will provided by the partners as to their participation in the future transformed company.
  • Appointment of members of the governing bodies of a transformed company.

Only after the fulfilment of these conditions, the articles of association or the company’s statutes can be signed.

After performing the above-mentioned activities, it is time for a stage resembling the registration of a new company. The partners must obtain an entry in the National Court Register and the transformation of the company should be announced in the Court and Economic Monitor.

CGO Legal provides comprehensive services in the field of a company transformation. Our support covers all the required steps – from preparing a plan through collecting appropriate documentation to creating articles of association or company’s statute and entering the company into the relevant registers.

Let us help you choose an optimal form of business activity – we are eager to assist you.

Why should you perform the company transformation in Poland?

  • It is worth emphasizing that under the principle of continuity the transformed company takes over all obligations and rights of the predecessor (e.g. permits, licenses). Tax Identification Number (NIP – Numer Identyfikacji Podatkowej), and Industry Identification Number (REGON) also remain unchanged. Transformation of a company may prove significantly beneficial.
  • Apart from the, already mentioned, facilitation of achieving business goals, it also makes way to e.g. tax optimization or actions that would be unavailable in the previous form – debut on the Stock Exchange to name one.

Simple steps you need to understand about company transformation in Poland

Step 1 – Prepare a transformation plan (in writing – for evidence purposes) covering, among other things, the balance sheet of the company’s assets. A registration court commissions an expert auditor whose task is to review this plan.

Step 2 – Adopting a resolution by the management board or the partners. It is followed by declarations of intent to participate in the prospective transformed company.

Step 3 – Appointing the company’s governing bodies and the members thereof. Once the foregoing steps have been undertaken, the partnership agreement may be concluded or the company’s deed of association drafted.

Step 4 – The remaining part of the procedure is similar to registering a new company – making an entry in the National Court Register (KRS) and announcing the transformation of the company in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy).

We will help you in transformation of your Polish company

Should you wish to discuss your company formation issues further, please do not hesitate to contact us. CGO Legal is an experienced legal partner with whom the achievement of your goals will be faster, safer and more comfortable.

Join group of companies which chose CGO Legal as their legal partner in Poland

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Jakub Chajdas

Partner / Attorney-at-law

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