Reorganisation of a company in Poland

Reorganising a company in Poland

Business reorganisation in Poland is a tool that allows a company to adapt to new market conditions, optimise its management structure, reduce costs and increase efficiency. The process can take the form of a merger, division, transformation or acquisition of another legal entity. Each of these procedures has its own legal requirements, deadlines and risks, which makes legal support a key element of successful reorganisation.

Types of company reorganisation in Poland

Before choosing a specific path of transformation, a business needs to assess which form of reorganisation best suits its goals and capabilities. In Poland, the law allows for several approaches.

The most common options include:

• Merger of companies – combining two or more enterprises into a single structure with the transfer of assets and liabilities.
• Division of an enterprise – separation of part of a company or creation of new legal entities.
• Transformation of the form of activity – a change in legal status, for example, from jednoosobowa działalność gospodarcza to sp. z o.o.
• Acquisition of another company – takeover of a business with the transfer of rights and obligations.

All these processes require careful legal preparation and compliance with the requirements of the Kodeks spółek handlowych (Commercial Companies Code) and tax regulations.

When choosing the form of reorganisation, a lawyer assesses not only the legal consequences, but also the financial risks, the liability of the owners, possible tax incentives and the timing of the procedure.

Preparatory actions before the start of reorganisation

Reorganisation is not only a legal procedure, but also a strategic decision that affects the future of the business. Therefore, the preparatory stage is one of the most important.

Before starting the process, the company should take the following steps:

• Conduct a legal audit. Check contracts, property, ownership rights, legal disputes, and personnel issues.
• Conduct a tax audit. Analyse possible tax risks or benefits when changing the company's structure.
• Assess the market implications. The impact of the reorganisation on reputation, partners, and customers.
• Prepare a financial plan. Forecast costs, liabilities, and the economic effect of the changes.

A professional audit allows you to prevent legal disputes, avoid penalties, and develop the right strategy for implementing the reorganisation.

Legal support at all stages of reorganisation

Even the simplest type of reorganisation requires strict compliance with legal requirements. Lawyers provide full support — from analysis to registration of changes in the National Court Register.

The main areas of legal support include:

• Preparation of corporate documentation — agreements, participant decisions, transfer acts, statutes.
• Negotiations between the parties, agreement on the terms of the merger, division or transformation.
• Notarial services: preparation of draft documents and supervision of notarial procedures.
• Submitting applications to the National Court Register and registration authorities, monitoring deadlines and the correctness of documents.

Comprehensive legal support ensures that all procedures are carried out in accordance with Polish law and that risks are minimised.

Additional nuances that businesses should be aware of

Reorganisation may seem like a simple technical procedure, but it requires consideration of a number of important points.

Companies should be aware that

1. Changes may affect labour relations: employee transfers, contract terms, continuity of employment.
2. Bank obligations may require contract updates. This is especially true in cases of mergers or transformations.
3. Partners may require official notifications or confirmations (this is important for B2B contracts).
4. Some forms of reorganisation require additional tax reporting, especially regarding VAT and CIT.

Careful consideration of these nuances helps to avoid lengthy bureaucratic processes and financial losses.