When establishing a commercial company and running a business in Poland, you should be aware of numerous legal requirements and obligations. The RSM Poland Corporate Advisory team offers comprehensive legal support necessary in the dynamically changing legal and business environment. Our ad hoc or permanent legal services for entrepreneurs include, in particular, assistance in changing shareholders or partners and personal changes in the bodies (e.g., management or supervisory board) of commercial companies, ongoing legal advisory during changes to company’s Articles of Association, sale of shares or changes in the legal form of the business.

 

Ad hoc legal services in introducing and registering changes in commercial companies or branches of foreign companies in Poland in the National Court Register

We introduce and register in the National Court Register all changes regarding commercial companies and branches of foreign companies in Poland. The most frequently chosen services that are part of the scope of our legal assistance include support in changing the address of the registered office, the composition of shareholders or partners or the management board, redemption of shares, or increasing or decreasing the share capital. Our team will provide appropriate advice and help carry out the necessary formalities and registration proceedings in the National Court Register at every stage.

 

Merger, transformation, division of commercial companies

The development of business activity or changes in the legal and business environment often force entrepreneurs to make decisions concerning changes in the organizational form of their business activity. RSM Poland advisors will carry out reorganization related to merging, transforming or dividing commercial companies or transforming a sole proprietorship into a commercial company. We will prepare the necessary reorganization plans and other corporate documents, as well as register changes in the National Court Register. The services we offer for commercial companies also include complementary and necessary tax advisory in the processes carried out.

 

Business agreements

Appropriate contract provisions limit the risk to business activity and properly protect the interests of the entrepreneur. Our team creates contract templates, offers legal consultations and supports clients in preparing, reviewing and negotiating business contracts.
The most common contracts we deal with in our daily work include rental and leasing contracts for office or warehouse space, all types of cooperation agreements and management contracts.

 

Legal analyses and legal opinions

As part of comprehensive legal services for commercial companies, our team of experienced lawyers prepares analyses and legal opinions related to running a business in Poland in the field of civil, commercial and economic law – according to the clients' needs.

 

Other services and ongoing corporate and legal services for commercial companies or branches of foreign companies in Poland

Running a business involves many other activities that require legal services (although sometimes ad hoc legal assistance is also sufficient). Our Corporate Advisory team can help in both cases, for example, by preparing the necessary resolutions and minutes for company bodies (e.g., regarding the approval of annual financial statements, the selection of an audit firm or determining the remuneration policy for members of company bodies), and also supporting clients in conducting regulated activities, e.g., in obtaining an entry or updating data in the National Register of Employment Agencies, etc.

 

RSM Poland offers more than just legal advice. Discover the scope of permanent legal services and see how we can support your business

Our comprehensive corporate services for companies and legal consultations are not the only forms of support for entrepreneurs operating on the Polish market. Other RSM Poland services include payroll outsourcing provided by specialists with excellent knowledge of labor law, accounting services and legal support in the field of tax consultancy.

Key expert

Anna Lehmann - Corporate Advisory Partner
Anna LEHMANN
Corporate Advisory Partner
Poznań

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Frequently asked questions related to running a business in Poland

 

How do you increase and decrease share capital in Poland?

In the case of a limited liability company, which is a common type of business in Poland, if the articles of association provide for a maximum increase in the share capital and its timeframe, the share capital can be increased without the necessity to amend the articles of association before a notary.

However, if there are no such provisions included in the articles of association, in order to increase the share capital, it is necessary to amend the articles of association before a notary.

As a general rule, in order to decrease the share capital of a limited liability company, it is necessary to amend the articles of association before a notary.

 

Which companies are obliged to submit a financial report in Poland?

Those companies which voluntarily (or under a requirement of law)keep accounts in accordance with the Accounting Act are obliged to submit a financial report.

In practice, this obligation may apply to a limited liability company, which is a common type of business in Poland.

 

Who is obliged to sign a financial report in Poland?

The financial report must be signed by the manager of the company and the individual in charge of keeping the accounts (e.g. chief accountant).

However, if a collective body is in charge of managing the company (e.g. the management board of a limited liability company), then the financial report must be signed by at least one member of that body, with the remaining members making a declaration on the financial report being compliant or non-compliant with the requirements provided for in the law.

 

How to cover a loss in Polish company?

In the case of a limited liability company, which is a common type of business in Poland, the most typical methods of loss coverage are:

  • covering a loss from previous years with profits from future years,
  • covering a loss with funds from the supplementary capital, reserve capital (if established) or with undistributed profits from previous years,
  • covering a loss with additional capital payments made by shareholders (if the articles of association provide for the possibility of shareholders making additional capital payments).

 

What should we be aware of when hiring and managing employees?

A future employer must be aware of the existence of a number of obligations arising out of labour law, including, in particular, hiring conditions, compliance with OHS regulations, or counteracting discrimination and mobbing.

In Poland, these issues are regulated mainly by the Labour Code of 26 June 1974.