Running a business in the form of a company involves a series of legal decisions and obligations that arise at various stages of its operation. They concern not only registering the company, but also relations between shareholders, the work of the management board, adopting resolutions, ownership changes and reorganising the business.

Our firm provides legal assistance in commercial companies law, supporting entrepreneurs, shareholders and members of company bodies both in day-to-day operations and in more complex changes to the structure of the business.

We help from choosing the right legal form, through the day-to-day functioning of the company, to its conversion, sale, merger or winding up.

How we can help

Our legal services for companies include, among other things:

• setting up and registering companies,
• preparing and amending articles of association and statutes,
• making changes and entries in the KRS,
• ongoing services for management boards and other company bodies,
• preparing resolutions and corporate documentation,
• handling shareholders’ meetings and general meetings,
• the sale and acquisition of shares,
• changes in the ownership structure,
• advice on relations between shareholders,
• conversions, mergers and demergers of companies,
• mergers and acquisitions,
• reorganisation of business activity,
• liquidation of companies,
• disputes between shareholders and disputes concerning company bodies.

We always tailor the scope of our assistance to the situation of the specific company and the goal its shareholders or management board want to achieve.

Services for partnerships and capital companies

Commercial companies law covers various forms of business that differ, among other things, in the way they are managed, the scope of shareholders’ liability and decision-making rules.

We help with matters concerning, among others:

• general partnerships,
• professional partnerships,
• limited partnerships,
• limited joint-stock partnerships,
• limited liability companies,
• simple joint-stock companies,
• joint-stock companies.

In practice, however, what matters most is not the type of company itself, but how it functions in the specific business and what needs its shareholders have.

That is why, before proposing a solution, we analyse not only the law but also the ownership structure, decision-making, the scope of liability of individual people and plans for the further development of the business.

Articles of association and amendments

The articles of association are one of the most important documents governing relations between shareholders.

Well-drafted articles should reflect how the company actually operates and also cover situations that may arise only in the future.

We help, among other things, in establishing:

• the rules of representation of the company,
• how the most important decisions are made,
• the rights and obligations of shareholders,
• the rules for distributing profit,
• the possibility of selling shares,
• the conditions for admitting a new shareholder or investor,
• the rules for a shareholder leaving the company,
• additional rights of certain shareholders,
• solutions in the event of a conflict between shareholders.

For companies that have been operating for a longer time, we also analyse whether the existing articles of association still fit their current situation.

The growth of the business, a change in the number of shareholders or the arrival of an investor often mean that solutions adopted a few years earlier need to be adjusted.

Services for company bodies

The day-to-day functioning of a company requires its bodies to work properly.

We support management boards, supervisory boards, shareholders and stockholders in preparing and making decisions concerning the company’s business.

Our assistance includes, among other things:

• drafting resolutions,
• handling shareholders’ meetings,
• handling general meetings,
• preparing minutes and documentation,
• analysing the rules of representation of the company,
• appointing and dismissing members of company bodies,
• advice on the powers of the management board, shareholders and other bodies.

For more significant decisions, we also help assess what procedure should be followed and what documents should be preparedin order to reduce the risk of them being challenged later.

Changes in the KRS

In the course of a company’s business, changes often occur that should be disclosed in the National Court Register.

This may concern, among other things:

• a change of management board members,
• a change in the method of representation,
• a change of registered office,
• amending the articles of association,
• a change in the scope of business,
• a change in shareholder data subject to disclosure,
• an increase or reduction of the share capital,
• other changes requiring entry in the register.

We prepare the necessary documents and conduct the registration proceedings.

We also help when the registry court requests additional documents or the correction of deficiencies in the application.

Sale of shares and ownership changes

A change of shareholder or ownership structure can be of great importance for the company’s further operation.

We help both people planning a sale of sharesand investors interested in acquiring them.

Our assistance may include, among other things:

• analysing the company’s documentation,
• drafting or reviewing the share purchase agreement,
• negotiating the terms of the transaction,
• analysing restrictions on the sale of shares,
• preparing the required consents and resolutions,
• making changes to the company’s documentation,
• making the required filings after the transaction.

For larger transactions, our services may also include a legal review of the company before its purchase, i.e. due diligence.

Relations and disputes between shareholders

Even a well-functioning company may over time become a place of conflict between shareholders.

The dispute may concern the way the company is managed, the distribution of profits, making important decisions, access to information, the sale of shares or different ideas about the future of the business.

In such situations, we first analyse the articles of association, previous resolutions and the actual course of cooperation.

We help, among other things, in matters concerning:

• exercising shareholders’ rights,
• access to information about the company,
• challenging resolutions,
• conflicts over the management of the company,
• the sale or takeover of shares,
• a shareholder leaving the company,
• liability of members of company bodies,
• negotiations between shareholders.

Not every conflict has to end in court. If it is possible to work out a solution that allows the company to continue operating, we also help with negotiations and preparing an appropriate agreement.

Company conversions

As a business grows, its current legal form may no longer meet its needs.

A change may be justified, among other things, by the scale of the business, a change in the ownership structure, the planned entry of an investor, the way it is managed or the shareholders’ further plans.

We help with conversions of companies and other forms of business, preparing the documentation and guiding the entrepreneur through the individual stages of the entire process.

Before starting the procedure, we analyse the purpose of the planned change and help assess whether conversion is the right solution in the specific situation.

Mergers, acquisitions and reorganisations

Company law is also very important in larger changes to the structure of a business.

We handle processes related to:

• company mergers,
• acquisitions,
• demergers of companies,
• ownership changes,
• reorganisation of groups of companies,
• the entry of an investor into the company,
• the sale of the business or part of it.

Processes of this kind require proper preparation, both legally and organisationally.

We help plan the successive stages of the transaction, prepare the documentation, carry out the required corporate steps and complete the registration of the changes.

Liquidation of a company

Not every company is run indefinitely. In certain situations, the shareholders may decide to end its business.

Liquidation of a company requires an appropriate procedure, settling its affairs and carrying out the required steps before the registry court.

We help prepare the documents for opening the liquidation, support the liquidators throughout the process and handle the registration matters leading to the company being removed from the KRS.

If the company’s financial situation calls for other solutions, we also analyse the possibility of restructuring or other steps appropriate to the company’s situation.

Liability of management board members

Serving as a member of the management board involves not only powers but also liability.

In practice, management board members make decisions concerning contracts, financing, the company’s obligations, relations with shareholders and many other areas of business.

We advise management board members on their duties and liability and help assess the risks associated with the decisions they make.

We also support clients in disputes concerning the liability of members of company bodies.

Commercial companies law – help for entrepreneurs and shareholders

Company law matters often combine legal and business issues. That is why a solution that is formally possible will not always be the best from the entrepreneur’s point of view.

We want the solutions we propose to be workable in practice and to meet the real needs of the business.

We support companies, shareholders and management board members both in individual matters and as part of ongoing legal services.

We help with the day-to-day running of the business, corporate changes, transactions, reorganisations and disputes and, where necessary, also represent clients before the courts and the registry court.

Our aim is to provide entrepreneurs with legal support at every stage of the company’s life – from its formation, through growth and ownership changes, to reorganisation or winding up.