Many foreign companies decide to establish their additional company in Poland. Thanks to this, it is easier to cooperate with Polish contractors. Such a company also inspires greater trust among Polish customers. A popular solution used by foreign entrepreneurs is the purchase of an existing company. In this article you will learn how to do it correctly from the legal side.
Why is it worth buying a ready-made company?
Foreign entrepreneurs buy already registered limited liability companies for various reasons. Our legal practice shows that the most common reasons include:
- the need to quickly start operating activities without having to wait for the registration of a new company,
- the need to show that the company is not a fresh entity on the market,
- the need to act through a company that already has permits or a license on a regulated market (e.g. financial market), instead of applying for them anew, which may turn out to be a lengthy process.
How to buy shares in polish limited liability company (LLC)?
According to the Polish Code of Commercial Companies and Partnerships, shares in a limited liability company can only be purchased on the basis of a written agreement with notarized signatures. This means that you cannot sign a contract remotely. You should go in person (or by proxy) to a Polish notary public in order to conclude the contract.
According to art 180 of polish Code of Commercial Companies and Partnerships “a transfer of the share, its part or a fraction of the share or a pledging of the share shall be effected in writing with signatures certified by a notary.”
The articles of association may stipulate that a transfer of the share, its part or a fraction of the share and a pledging of the share shall be subject to the consent of the company or otherwise restricted. Therefore, before signing the share sale agreement, it is necessary to make sure that the person (or entity) selling the share has the consent of the company. Usually, such approval is granted by the management board of the company.
Do I need to report the sale of shares?
The sale of shares must be reported to the register of entrepreneurs. The management board of the company should do so immediately after such a sale. The change request must be accompanied by a new list of shareholders and information on the address of the new shareholder in Poland.
In the event that you acquire 100% of the shares in a company, which is usually the case, you will most likely want to set up your own management board to obtain full control of the company. In this case, you must also submit the data of the new members of the management board to the register of entrepreneurs.
Sale of shares in a limited liability company and taxes.
If, as a foreign entrepreneur, you buy shares in a Polish company, you will be obliged to pay tax on civil law transactions in the amount of 1% of the sale value.
What is worth paying attention to?
The purchase of a ready-made company is relatively simple from the legal point of view. The purchase of a ready-made company is relatively simple from the legal point of view. But it’s worth remembering to check a few things, among others:
- whether the company has no tax or social insurance liabilities,
- does the company have any liabilities towards other entities,
- is the company not listed in the registers of debtors,
- whether the financial statements were submitted to the court in a timely manner, and whether they were filed at all.