Company transformations, mergers and divisions

We provide legal and tax advice on the planning and implementation of transformations of partnerships and capital companies, mergers through acquisition or the establishment of a new entity, as well as divisions of limited liability companies and joint-stock companies. We prepare corporate documentation, including reorganization plans, resolutions of governing bodies, draft amendments to agreements and articles of association, as well as legal opinions on the effects and risks of planned activities.

We help entrepreneurs choose the optimal legal form of business activity for their current business objectives, ownership structure, relations with contractors, and development plans. We also take into account the tax consequences of reorganization, in particular with regard to VAT, CIT, and civil law transaction tax. Thanks to our knowledge of registration practices and market standards, we are able to carry out the process efficiently and safely.

We have advised on numerous reorganizations involving mergers of limited liability companies, transformations of partnerships into capital companies, as well as divisions leading to the creation of new entities within a group. We have supported family businesses, investment funds, portfolio companies, and startups in adapting their organizational structure to changing market conditions.

We have experience in cross-border projects, including mergers and transformations involving foreign companies operating in Poland. We represent clients before registration courts and in dealings with tax offices and other public institutions. Our law firm effectively combines knowledge of commercial law with an understanding of the business aspects of any reorganization.

Company reorganization is not just a formal process—it is a strategic decision that should be preceded by an analysis of the legal and tax consequences. With the support of our law firm, it is possible to carry out the process in a safe and optimized manner. We help you avoid common mistakes, such as underestimating tax consequences, errors in documentation, or lack of preparation of shareholders for changes.

Our legal advice also includes recommendations on the form of shareholder agreements and corporate governance in the new structure. We advise on how to ensure business continuity while adapting the legal form to changing market requirements. Carrying out a reorganization with the participation of a law firm with extensive experience is not only a guarantee of legal compliance, but also saves time and resources for the client.

Changing the legal form or organizational structure of a company involves meeting many formal requirements. These processes often require resolutions of shareholders, opinions of certified auditors, notifications to the National Court Register, and appropriate treatment in tax documentation. In the case of partnerships, transformation into a capital company may entail a change in the rules of liability of the partners and new registration obligations.

A merger may serve to simplify the structure of a capital group, while a division may serve to separate activities into separate organizational entities, e.g., in the case of a planned sale of part of the business. In each of these cases, proper preparation is essential, both formal and strategic. Therefore, it is advisable to consult a law firm at the planning stage of the reorganization, which will carry out the entire process efficiently, safely, and taking into account all legal and tax consequences.