Commercial law
Legal assistance includes legal advice on the establishment and registration of business entities, preparation of draft documents necessary for the establishment and registration of business entities, as well as representation in proceedings for the registration of such entities, i.e.
– a sole trader,
– partners in a civil partnership,
– general partnership,
– partnership,
– limited partnership,
– limited joint-stock partnership,
– limited liability company,
– simple joint stock company,
– joint stock company,
– European company.
Legal assistance includes registration activities through the Court Registers Portal and the S24 Portal.
Legal assistance includes ongoing legal services for business entities, which consists of advice, preparation of legal opinions, representation before state and local government bodies, conducting negotiations, preparation of audits, reports, draft internal documents, solving legal problems that come to light on an ongoing basis, informing about changes in the law, in particular:
– preparation and review of contracts,
– drafting resolutions, rules of procedure, contracts, general terms and conditions, statutes, minutes, etc,
– MA transactions,
– attendance at meetings of company bodies,
– advice on handling complaints,
– contract negotiation,
– carrying out audits,
– vindication,
– representation in legal proceedings,
– adaptation of legal documents to the current state of the law,
– training on legal developments,
– representation in correspondence with clients or contractors,
– filing applications for registration of changes with the registry court,
– sending information about the submitted financial statements with documents to the Financial Document Repository.
Legal assistance includes the representation of business entities in proceedings arising from disputes between shareholders, members of the management board, supervisory board or audit committee, in particular concerning:
– payment of remuneration,
– dividend payments,
– liability for damage caused to the company,
– the company’s profit-sharing rules,
– disposition of the company’s assets,
– enacting surcharges,
– compulsory redemption of shares,
– exclusion (exclusion) of a partner from the company,
– breach of non-compete,
– challenging resolutions of shareholders’ meetings,
– confidentiality order,
– loss coverage,
– capital reallocation.
Representation in court proceedings may relate in particular to proceedings for:
– deprivation of the right of representation of a partner in a partnership,
– relieving a shareholder of the duty to manage the company’s affairs,
– dissolution of a partnership,
– dissolution of a limited liability company,
– exclusion of a partner in a partnership,
– exclusion of a shareholder of a limited liability company,
– compensation for damage caused to the company by a member of the management board (actio pro socio),
– annul the resolution of the shareholders’ meeting or the resolution of the general meeting,
– repeal of the resolution of the shareholders’ meeting or the general meeting.
Legal assistance includes representation of business entities in proceedings arising from disputes of business entities with third parties, i.e. clients, contractors, state or local government bodies related to the conduct of business activities, in particular related to:
– executed, improperly executed and non-executed contracts,
– harm caused,
– infringement of copyright and industrial property rights,
– unfair competition,
– personal data protection,
– torts,
– responsibility for debts,
– legal acts performed.
Legal assistance includes legal advice, preparation of draft documents and legal services for the merger of companies, including registration of changes with the registry court.
Legal assistance is provided both with regard to the merger of partnerships and companies, either by the incorporation of a new company or the acquisition of one company by another. Legal assistance is provided with regard to mergers between domestic companies as well as mergers of domestic and foreign companies (cross-border mergers).
Pursuant to Article 491 of the Commercial Companies Code. Capital companies may merge with each other and with partnerships; a partnership, with the exception of a limited joint-stock partnership, may not, however, be an acquiring company or a newly established company.
A company limited by shares and a limited partnership limited by shares may merge with a foreign company as referred to in Article 119(1) of Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law (Official Journal of the EU L 169 of 30 June 2017, pp. 46-127, as amended27), formed in accordance with the law of a Member State of the European Union or a State party to the Agreement on the European Economic Area and having its registered office, central administration or principal place of business within the European Union or a State party to the Agreement on the European Economic Area (cross-border merger).
Partnerships may only merge with each other by the incorporation of a limited liability partnership or a limited joint-stock partnership or by acquisition by a limited joint-stock partnership.
Neither a company in liquidation which has commenced the distribution of its assets nor a company in bankruptcy may merge.
Pursuant to Article 492 § 1 CCC. The merger may be effected:
- by transferring all the assets of the company (acquired) to another company (acquiring company) in exchange for shares that the acquiring company grants to the shareholders of the acquired company (merger by acquisition);
- by the incorporation of a limited liability company or limited joint-stock partnership to which the assets of all merging companies are transferred in exchange for shares in the new company (merger by incorporation of a new company).
Pursuant to Article 493 § 1 of the Code of Commercial Partnerships and Companies. the target company or the companies merging by establishing a new company shall be dissolved, without liquidation proceedings, on the date of deletion from the register. Pursuant to Article 493 § 2 of the Code of Commercial Partnerships and Companies, the merger takes place on the date on which the merger is entered in the register having jurisdiction according to the seat of the acquiring company or the newly established company, respectively (merger date). This entry has the effect of deleting the target company or the companies merging by establishing a new company, taking into account Article 507. Pursuant to Article 493 § 3 of the CCC, deletion of the target company from the register cannot take place before the date of registration of the increase in the share capital of the acquiring company, if such an increase is to take place, and before the date on which the merger is entered in the register competent according to the seat of the target company. Pursuant to Article 493 § 4 of the Code of Commercial Partnerships and Companies, the deletion of companies merging by establishing a new company may not take place before the date on which the new company is entered in the register. Pursuant to Article 493 § 5 of the Code of Commercial Partnerships and Companies, the deletion from the register referred to in § 3 and § 4 shall be made ex officio.
The legislator also determines the effects of the merger. Pursuant to Article 494 § 1 of the Code of Commercial Companies. the acquiring company or the newly established company enters, as of the date of the merger, into all rights and obligations of the acquired company or companies merging by establishing a new company. Pursuant to Article 494 § 2 of the Code of Commercial Companies. the acquiring company or the newly established company is transferred, as of the date of the merger, in particular the permits, concessions and reliefs which were granted to the acquired company or any of the companies merging by establishing a new company, unless the act or the decision granting the permit, concession or relief provides otherwise. Pursuant to Article 494 § 3 of the Code of Commercial Companies. disclosure in the land and mortgage books or registers of the transfer to the acquiring company or to the newly established company of the rights disclosed in those books or registers takes place at the request of that company. Pursuant to Article 494 § 4 of the Code of Commercial Partnerships and Companies, on the date of merger, the shareholders of the target company or companies merging by establishing a new company become the shareholders of the acquiring company or the newly established company. The exclusion of succession is also provided for. Pursuant to Article 494 § 5 of the Code of Commercial Partnerships and Companies, the provision of § 2 does not apply to permits and concessions granted to a company which is a financial institution, if the authority which issued the permit or granted the concession filed an objection within one month from the date of announcement of the plan of merger.
Legal assistance includes legal advice, preparation of draft documents and legal services for the division of companies, including registration of changes with the registry court, regardless of the method of division.
Pursuant to Article 528 § 1 of the Code of Commercial Partnerships and Companies. a limited liability company and a limited joint-stock partnership may be divided into two or more limited liability companies or limited joint-stock partnerships. It is not permissible to divide a limited liability company and a limited joint-stock partnership if the share capital has not been fully covered. Pursuant to Article 528 § 11 CCC. a limited liability company and a limited joint-stock partnership may be divided into two or more companies having a form listed in Annex II to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law, formed in accordance with the law of a Member State of the European Union or a State party to the Agreement on the European Economic Area and having its registered office, central administration or principal place of business within the European Union or a State party to the Agreement on the European Economic Area, provided that at least two of the companies involved in the division are governed by the law of different Member States of the European Union or States party to the Agreement on the European Economic Area (cross-border division). Indeed, the possibility of division of a partnership is narrowed. This is because pursuant to Article 528 § 2 of the Code of Commercial Partnerships and Companies. a partnership other than a limited joint-stock partnership is not subject to division. In addition, pursuant to Article 528 § 3 of the C.C.C. neither a company in liquidation which has commenced the division of its assets nor a company in bankruptcy may be divided.
The legislator distinguishes several ways of division of a company. Pursuant to Article 529 § 1 of the Code of Commercial Partnerships and Companies, a division may be effected:
- by transferring all the assets of the company being divided to other companies in exchange for shares in the acquiring company taken up by the shareholders of the company being divided (division by acquisition);
- by the incorporation of new companies to which all the assets of the company being divided are transferred in exchange for shares in the new companies taken up by the members of the company being divided (division by incorporation of new companies);
- by transferring all the assets of the company being divided to the existing and newly incorporated company or companies in exchange for shares in the company or companies being acquired and newly incorporated, which are taken up by the shareholders of the company being divided (division by acquisition and incorporation of a new company);
- by transferring part of the assets of the company being divided to an existing or newly incorporated company or companies in exchange for shares of the acquiring company or companies, newly incorporated or divided, which are taken up by the shareholders of the company being divided (division by spin-off);
- by transferring part of the assets of the company being divided to an existing or newly incorporated company or companies in exchange for the shares of the acquiring or newly incorporated company or companies which the company being divided includes (division by spin-off).
The legislator also precisely defines the day of demerger and the day of spin-off. According to Article 530 § 1 of the Code of Commercial Partnerships and Companies. the company being divided shall be dissolved without liquidation proceedings on the day it is struck off the register (date of division). Pursuant to Article 530 § 2 of the Code of Commercial Partnerships and Companies, the provision of § 1 does not apply to division by spin-off and division by spin-off. A spin-off or separation of a new company takes place on the date of its entry in the register. In the case of the transfer of a part of the assets of the company being divided to the existing company, the separation or spinning off takes place on the date of entry into the register of the increase in the share capital of the acquiring company or the issue by the acquiring company of new shares without nominal value (date of separation or date of spinning off).
The effect of a division pursuant to Article 531 § 1 of the Code of Commercial Partnerships and Companies is that the acquiring companies or the newly established companies created in connection with the division enter, as of the date of the division, either as of the date of the spin-off or as of the date of the spin-off, into the rights and obligations of the divided company, as specified in the plan of division. Pursuant to Article 531 § 2 of the Code of Commercial Partnerships and Companies. the acquiring company or the newly established company established in connection with the division shall, as at the date of the division, or as at the date of the spin-off, or as at the date of the spin-off, in particular the permits, licences and reliefs, which are connected with the assets of the company being divided assigned to it under the division plan and which were granted to the company being divided, unless the law or the decision on the granting of the permit, licence or relief provides otherwise.
Assets or liabilities not assigned to the acquiring company or newly incorporated companies remain associated with all of them. Article 531 § 3 CCC. stipulates that the provisions on joint ownership in fractional parts shall apply accordingly to the assets of the company being divided that are not assigned to a specific acquiring company or newly incorporated company in the demerger plan. The share of the acquiring company or the newly incorporated company in the joint ownership shall be proportional to the value of the assets attributable to each of these companies in the plan of division. The companies shall be jointly and severally liable for the liabilities of the company being divided that are not assigned to the acquiring or newly established companies in the plan of division.
Despite the transfer of assets, companies should take care to disclose the compliance of entries in the registers and land and mortgage registers with the actual legal status. Indeed, according to Article 531 § 4 of the Code of Commercial Partnerships and Companies. disclosure in the land and mortgage books or registers of the transfer of rights disclosed in those books or registers to the acquiring companies or newly established companies takes place at the request of those companies.
Legal assistance includes legal consultancy, preparation of draft documents and legal services for the transformation of partnerships and limited liability companies or a sole trader into a limited liability company, including the registration of changes with the registry court. Legal services are provided for domestic and cross-border conversions.
Pursuant to Article 551 § 1 of the Code of Commercial Partnerships and Companies. a general partnership, a partnership, a limited partnership, a limited joint-stock partnership, a limited liability company, a simple joint-stock company and a joint-stock company (transformed company) may be transformed into another commercial company (transformed company). According to Article 551 § 11 CCC. a limited liability company and a limited joint-stock partnership may be converted into a foreign company of a form listed in Annex II to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law, governed by the law of a Member State of the European Union or a State party to the Agreement on the European Economic Area and having its registered office, central administration or principal place of business within the European Union or a State party to the Agreement on the European Economic Area, with the simultaneous transfer of at least the registered office to that State (cross-border conversion). Restrictions apply to the conversion of a civil partnership. Pursuant to Article 551 § 2 of the Code of Commercial Partnerships and Companies. a civil partnership may be converted into a commercial company other than a general partnership. This provision is without prejudice to the provisions of Article 26 § 4-6. The provisions concerning the transformation of a civil partnership into a commercial company shall apply mutatis mutandis to the transformation of a general partnership into another commercial company, except that Article 26 § 5 shall apply to the effects of the transformation. The legislator introduces a negative premise for the transformation. Pursuant to Article 551 § 4 of the Commercial Companies Code. neither a company in liquidation which has commenced the division of its assets nor a company in bankruptcy may be transformed. On the other hand, a special situation is regulated by Article 551 § 5 of the CCC. According to it, an entrepreneur who is a natural person performing in his own name a business activity within the meaning of the Act of 6 March 2018. – Entrepreneurs’ Law (Journal of Laws of 2023, item 221, 641, 803, 1414 and 2029) – (transformed entrepreneur) may transform the form of business conducted into a sole proprietorship (transformed company) (transformation of an entrepreneur into a capital company).
The legislator precisely defines the date of conversion. According to Article 552 of the Code of Commercial Companies. the transformed company becomes a transformed company when the transformed company is entered into the register (date of transformation). At the same time, the registry court ex officio deletes the transformed company.
In turn, the effects of the transformation are regulated in Article 553 of the CCC. The transformed company shall be entitled to all the rights and obligations of the transformed company. The transformed company remains the subject, in particular, of permits, licenses and reliefs that were granted to the company before its transformation, unless the act or the decision granting the permit, license or relief provides otherwise. The shareholders of the transformed company shall become, as of the date of transformation, the shareholders of the transformed company, taking into account Article 5761.
Legal assistance includes legal advice, drafting of documents and legal services for the liquidation and dissolution of companies.
Reasons for dissolution common to partnerships and limited liability companies:
- the expiry of the period for which the partnership was concluded,
- the achievement of the purpose stated in the company’s memorandum or articles of association,
- a resolution of the company’s shareholders,
- dissolution of the company by the court through an action for dissolution,
- termination of the company’s insolvency proceedings.
In partnerships, in addition to the above cases, the reason for dissolution may be:
- death of a partner,
- the declaration of bankruptcy of a shareholder,
- the loss of the right to practise a liberal profession by all the partners of the partnership or in such a way that only one of them has retained the right to practise a liberal profession.
In limited liability companies, in addition to the above general reasons, the dissolution of the company may additionally result from the fact that:
- the objects of the company as defined in its articles of association or statutes are unlawful,
- the memorandum or articles of association do not contain provisions concerning the company’s name, objects of the company, share capital or contributions,
- all persons concluding the memorandum and articles of association or signing the articles of association lacked legal capacity at the time of their execution.
A company in respect of which there are grounds for its dissolution shall go into liquidation. A liquidator shall be appointed to wind up the company. The commencement of liquidation of the company must be notified to the register. It is necessary to draw up a balance sheet for the opening of liquidation. The liquidator shall undertake actions aimed at the collection of the company’s debts and payment of its liabilities. If assets remain after the payment of liabilities, they may be distributed among the company’s shareholders. Upon completion of the liquidation activities, an application is filed for the deletion of the company from the register of commercial companies.
The legislator has provided for a detailed regulation of the dissolution and liquidation of partnerships and companies.
The company only ceases to exist when it is removed from the register of commercial companies on completion of its liquidation.
