Corporate and Commercial Law
Counsel to companies and their leadership — from day-to-day advisory to transactions and liability proceedings.
The corporate practice covers the full life cycle of a company — from formation through standing counsel and transactions to restructurings, shareholder exits, and any liability proceedings. Most clients are small and medium-sized enterprises, including companies with foreign capital, for which the firm acts as standing counsel.
Day-to-day advice
Standing counsel covers corporate matters (calling meetings, resolutions, structural changes, KRS filings), contractual matters (agreements with counterparties, suppliers, customers, standard and bespoke clauses), employment (employment and B2B contracts, internal rules, employee liability), regulatory matters, and data protection. In practice, standing counsel allows risks to be identified early and disputes avoided — most problems brought to a lawyer ad hoc trace back to earlier contractual or HR decisions.
M&A transactions
Share-sale, merger, and acquisition transactions are supported at every stage: from the letter of intent, through due diligence, negotiation of the investment agreement, structuring of price-protection mechanisms and indemnities under representations and warranties, to closing and post-closing support. The practice focuses on mid-market transactions, where what matters is a tailored agreement rather than a template carried over from the previous deal.
For transactions involving foreign investors, full language support (Polish, French, English) and coordination with the client’s counsel in another jurisdiction are part of the standard.
Director liability
Representation of board members covers civil defense under article 299 of the Code of Commercial Companies (liability for company debts where execution is unsuccessful), under article 116 of the Tax Ordinance (liability for public-law arrears), and criminal proceedings concerning, among others, failure to file an insolvency petition in time, action to the detriment of the company, and failure to file financial statements. The practice also includes preventive advice — fixing the moment at which insolvency indicators require board action and documenting that action.
GDPR and data protection
GDPR advice covers analysis of processing activities, drafting and updating documentation (records of processing, policies, information clauses, processor agreements), representation before the UODO, handling of incidents and notification obligations, and support in data-subject complaints. For companies operating across borders — also advice on transfers outside the EEA.
Restructurings, succession, exits
The practice also includes changes of legal form, mergers, demergers, intra-group restructurings, and the handover of control to the next generation — particularly in family companies. Corporate law there often connects with succession, tax, and business-succession regulation.
- 01 You are forming a Polish company and need help with structure and registration.
- 02 You are planning the acquisition of a Polish company or the sale of shares.
- 03 Your company needs standing counsel for small or medium business operations.
- 04 As a board member, you have received a payment demand for company arrears or criminal charges.
- 05 You need a GDPR assessment before deploying a new process or product.
- 06 You are selling a business and want contractual protection against buyer claims.
- 01
Analysis and strategy
Identifying the client's objective — standing counsel, transaction, restructuring, defense against a claim. Mapping legal and tax risks, choosing structure and sequence.
- 02
Documentation and due diligence
Drafting and negotiating contracts (share purchase, investment, shareholders' agreement, NDA). Conducting or participating in legal due diligence on either side.
- 03
Execution
Coordination with the notary, KRS court, tax authorities, and banks. Minutes, resolutions, reports. In transactions — managing conditions precedent and closing.
- 04
Post-closing support
Advice on fulfilment of post-closing obligations, price adjustments, possible disputes with counterparties and shareholders, claims under representations and warranties.
Most M&A transactions involving Polish companies are international — with investors from Western Europe, North America, or Asia. The work includes coordination with counsel and tax advisors in other jurisdictions, adapting Polish documentation to the standard of the transaction, and ensuring consistency of disclosure obligations across legal systems.
Polish sp. z o.o. (limited liability company) or sole proprietorship?
A Polish sp. z o.o. limits the shareholder's liability to the contribution but introduces accounting obligations and higher running costs. A sole proprietorship is cheaper but does not limit personal liability. The choice depends on scale, nature of activity (litigation risk, counterparties, financing), and plans.
When is a board member personally liable for company debts?
Most often under article 299 of the Code of Commercial Companies, where execution against the company's assets is unsuccessful and the director cannot show that an insolvency petition was timely filed or that the failure to file was not their fault. The Tax Ordinance separately governs liability for public-law arrears. A third layer is criminal and indemnification liability toward the company itself.
What to expect in due diligence before a share sale?
A full review of corporate (structure, resolutions, capital), contractual (key contracts, change-of-control clauses), employment, tax, litigation, intellectual property, data protection, real estate, and regulatory areas. The result shapes price, representations and warranties, and security in the investment agreement.
How long does company registration take in Poland?
Through the S24 system, a simple sp. z o.o. can be registered within a few days. Traditional registration through the KRS court typically takes a few weeks. Time extends with translations, notarial documents from abroad, or in-kind contributions requiring valuation.
Is a shareholders' agreement needed in addition to the articles of association?
Very often yes. The articles offer limited tools for regulating relations between shareholders; a shareholders' agreement allows control, financing, exit paths, dividend policy, and dispute-resolution mechanisms to be addressed. In companies with foreign capital, this is standard practice.