Selling on - Poland
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.
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.
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.
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.
Check also the legislation on this topic in: