Selling on a company in Poland is based on the Civil Code.
A buyer and a seller jointly and severally liable 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 selling on transactions
Selling on a business can take the form of a sales agreement, exchange, donation or another agreement under which a party is obliged to sell on a business.
Transfer of corporate rights (e.g. shares in companies) is not tantamount to company liquidation, 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 up for the in-kind contribution are sold.
A transaction of selling a business or an organised part thereof is not subject to VAT under Art. 6 item 1 of the act dated 11 March 2004 on Value Added Tax (Journal of Laws of 2011, No. 177, item 1054).
Searching for an investor
Office of Economic Innovation at Polish Chamber of Commerce created a website (inwestorzy.biz) which enables entrepreneurs:
- to actively search for investors by posting business offers;
- to find interesting investment announcements;
- to establish contacts within business groups;
- to establish cooperation and search for undertakings which are worth investing into.
Taking over an existing company is a worthwhile alternative to setting up a new business.
Selling on procedures
Selling or leasing a business or establishing a right of use should be made in writing with signatures confirmed by a notary public. When a business includes a property for sale, then in order to sell this business, a notarised act is required. A failure to comply with the above regulations results in the agreement being void.
When a business belongs to a person registered in a register, the sale should also be registered in this register.