Running a company involves many obligations that do not end once it is registered. Changes to the management board, shareholders’ meetings, adopting resolutions, updating data in the KRS, signing contracts and changes in the ownership structure are just some of the matters that arise in the course of business.

Ongoing corporate services make it possible to put these matters in order and ensure that the company’s actions comply with the law and are properly documented.

Our firm supports entrepreneurs and companies both in day-to-day corporate matters and in more complex changes to the organisation or structure of the business. We tailor the scope of cooperation to the needs of the specific company – from help with a single resolution or KRS change to ongoing legal services for the company.

How we can help

Our corporate services include, among other things:

• ongoing legal advice for companies and entrepreneurs,
• preparing resolutions of shareholders and company bodies,
• handling shareholders’ meetings and general meetings,
• supporting the management board and other company bodies,
• preparing minutes, powers of attorney, statements and corporate documents,
• amending articles of association and statutes,
• filing changes with the National Court Register,
• changes concerning the management board, shareholders, registered office or business activity,
• drafting and reviewing commercial contracts,
• changes in the company’s ownership structure,
• sale and acquisition of shares,
• putting corporate documentation in order,
• legal audits of businesses,
• representation before registry courts, offices and other authorities.

We help both with ongoing, recurring tasks and in unusual situations that require establishing the right course of action in advance.

Ongoing legal services for the company

In the course of business, the management board and shareholders regularly make decisions that have legal significance. They do not always require extensive analysis, but they often need to be made in a certain form and properly documented.

We help, among other things, in preparing:

• resolutions of the management board and shareholders,
• minutes of meetings,
• powers of attorney,
• statements by members of company bodies,
• documents related to personnel changes in the company,
• regulations and other internal documents.

We also support management boards in the legal assessment of planned actions and contracts.

The aim of ongoing corporate services is not only to solve a specific problem, but also to reduce the risk that an improperly made decision or missing documentation will cause problems in the future.

Handling shareholders’ meetings

The shareholders’ meeting is one of the most important elements of how a limited liability company functions. It is at these meetings that decisions are made on, among other things, approving financial statements, distributing profit, changes to company bodies and amendments to the articles of association.

We help organise both ordinary and extraordinary shareholders’ meetings.

Our support may include:

• establishing the proper procedure for convening the meeting,
• preparing the agenda,
• drafting resolutions,
• preparing the documents needed for the meeting,
• support during the meeting,
• preparing documentation after the meeting,
• filing the adopted changes with the KRS, if required.

We provide similar support for the bodies of other types of companies.

Changes in the KRS

During a company’s operations, much of the information disclosed in the National Court Register may change.

This concerns, among other things:

• members of the management board,
• the method of representation,
• the company’s registered office and address,
• the scope of business activity,
• shareholders, if this information is subject to disclosure,
• the content of the articles of association or statute,
• other information requiring entry in the register.

We prepare the documents needed to make the change and conduct the registration proceedings.

Applications to the KRS are now filed electronically, so we also help carry out the procedure correctly through the appropriate registration system.

Amending the articles of association

As a company grows, the provisions adopted when it was set up often no longer reflect how the business is actually run.

An amendment to the articles of association may be needed, among other things, in connection with:

• a change of the company name or registered office,
• a change in the scope of business,
• an increase or reduction of the share capital,
• a change in the rules of representation or the functioning of company bodies,
• a change in the rights of shareholders,
• the entry of a new investor,
• the need to introduce additional safeguards in relations between shareholders.

Before preparing amendments, we analyse the existing articles of association and how the company operates. As a result, the change is not limited to formally correcting the document, but meets the real needs of the shareholders and the business.

Relations between shareholders

As a company grows, relations between shareholders may also change. There may be a need to bring in a new investor, sell shares, change the level of involvement of individual people or put decision-making rules in order.

We help with:

• the sale and acquisition of shares,
• the admission of new shareholders,
• changes in the shareholding structure,
• preparing shareholder agreements,
• establishing rules for making the most important decisions,
• preparing solutions in the event of a shareholder leaving the company,
• analysing disputes between shareholders and looking for ways to resolve them.

In such cases it is particularly important that the solution adopted takes into account not only the applicable law, but also the way the specific business operates.

Contracts in the company’s day-to-day business

Corporate services often also involve drafting and reviewing contracts concluded in the course of business.

We help draft contracts with counterparties, customers, suppliers and business partners. We also analyse drafts presented to the entrepreneur by the other party and support clients during negotiations.

When assessing a contract, we look not only at its legality but above all at the practical consequences of individual provisions – liability rules, payment terms, the possibility of terminating the cooperation, contractual penalties and security for performance.

Above all, a contract should reflect how the cooperation is to work in practice.

Legal audit and putting the company’s documentation in order

For companies that have been operating for a long time, it may also be useful to check whether the corporate documentation is complete and reflects the current situation of the business.

The audit may include, among other things, an analysis of:

• the articles of association or statute,
• data disclosed in the KRS,
• documentation of shareholders’ meetings,
• resolutions of company bodies,
• the rules of representation,
• powers of attorney,
• the most important contracts,
• regulations and internal documents.

This makes it possible to identify irregularities that may not have caused problems for many years, but may become important when selling shares, attracting an investor, financing the business or in a dispute between shareholders.

Support for the management board

Members of the management board make decisions every day that can have significant consequences for the company and for themselves.

That is why, as part of our corporate services, we also provide ongoing legal support for the management board. We analyse planned actions, help adopt resolutions and prepare documentation, and point out the risks associated with specific decisions.

Thanks to ongoing cooperation, the lawyer gets to know the specifics of the business and its operating model. This makes it possible to respond faster to current questions and propose solutions tailored to the company’s real needs.

Representation before courts and authorities

As part of our services for companies, we also prepare letters and represent entrepreneurs in proceedings before registry courts, offices and other authorities.

This concerns, among other things, registering changes, supplementing documentation, providing explanations and responding to requests addressed to the company.

If a matter goes beyond ongoing corporate services and leads to a dispute, we can also support the entrepreneur in negotiations or represent them in court proceedings.

Ongoing corporate services

Not every company needs its own legal department. For many businesses, a more practical solution is to use ongoing external legal services.

The scope of cooperation may include both ongoing consultations and document preparation and comprehensive care of the company’s corporate matters.

As a result, the management board and shareholders can consult legal issues on an ongoing basis instead of seeking help only once a problem has already arisen.

We agree the scope of services individually, taking into account the size of the business, its structure, industry and the number of matters requiring ongoing support.

Corporate services tailored to your business

Every company operates differently. A family business with several shareholders has different needs from a growing start-up, and different again from a business that has been operating for many years and employs dozens or hundreds of people.

That is why we do not limit our corporate services to preparing individual documents. We try to understand how the company operates and propose solutions that can actually be applied in its day-to-day business.

We support clients both in day-to-day matters and in changes requiring more preparation – from reorganising the company’s structure to ownership changes and steps related to the further development of the business.

Our aim is to provide the entrepreneur with ongoing legal support that makes decision-making easier and allows the business to grow safely.