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Selling on - Poland

Updated 01/2011

Legal requirements

           Transfers of ownership of a company in Poland are based on the Civil Code.

A buyer and a seller are responsible jointly and severally for the liabilities arising from running a business unless the buyer does not know about these liabilities at the time of purchase despite due diligence taken.  The buyer’s liability is limited to the value of the acquired business according to its state at the time of purchase, and according to prices, at the time of satisfying the creditor.  This liability cannot be excluded or limited without the creditor’s consent.

  • Civil Code polski

Types of ownership transfers

The transfer of ownership of a business can take the form of sale, exchange, gift or other civil law action.         

The transfer of corporate rights (e.g. shares in companies) is not the same as the liquidation of a company, although under liquidation proceedings, it may lead to another company gaining control over it.

Incentives

When a business or its organised part is transferred as an in-kind contribution to a limited company or cooperative in exchange for shares or stocks, the nominal value of the shares (stocks) taken over by shareholders is not subject to income tax.

Taxation only takes place when the shares (stocks) taken for the in-kind contribution are sold.

Taking over an existing company is a worthwhile alternative to setting up a new business.

Administrative procedures

Procedures of ownership transfers

Selling or leasing a business or establishing a right of use should be made in writing and confirmed by a notary.  When a business includes a property for sale, then in order to sell this business, a notarised act is required under pain of nullity.

When a business belongs to a person registered in a register, the sale should also be registered in this register.

  • National Court Register polski     Online government service

Check also the legislation on this topic in:

  • References

    Legal texts

    • Commercial Companies Code (Journal of Laws 2000, No 94, item 1037, as amended) polski
    • Civil Code (Journal of Laws 1964, No 16, item 93, as amended) polski
    • Tax Ordinance (Journal of Laws 1997, No 137, item 926, as amended) pdf [775 KB] polski
    • Corporation Tax Act (Journal of Laws 2000, No 54, item 654, as amended) polski
    • Income Tax Act (Journal of Laws 2010, No 51, item 307, as amended) polski

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Further help

Specialised consulting companies and law offices provide legal services related to acquisitions. In the case of small companies of family businesses, when a takeover is not a complicated venture and legal services would mean significant costs, it is worth taking advantage of mentoring. Advisers at business support organisations who have extensive business experience offer mentoring services.

  • Staropolska Chamber of Industry and Commerce polski

The Staropolska Chamber of Industry and Commerce in Kielce provides mentoring services under the programmes financed by the European Union, which includes:

  • an analysis of individual needs of a business and preparation of an individual mentoring plan;
  • ten days of individual expert support in the form of individual coaching;
  • free participation in the programme;
  • a final report prepared by an expert with suggestions for the business.
  • Staropolska Chamber of Industry and Commerce in Kielce polski