Sale of a business and transfer of commercial agreements
The acquirer of an enterprise does not automatically become a party to commercial agreements concluded as part of the business operated by the seller.
Starting a business in Belarus
With simplified registration procedures, it now takes just a day to establish a business in Belarus. When registration is based on documents from Poland, no additional legalisation is required.
The creditor's dilemma: Join forces or go it alone?
When assets are being removed from a debtor threatened with insolvency, the creditors face a choice of seeking to set aside such transactions independently, or filing a bankruptcy petition and relying on the actions of the bankruptcy trustee.
Passage of shares in a limited-liability company to a shareholder's legal successors
Provisions in the articles of association can pre-empt the application of inheritance laws to shares in a limited-liability company.
Liability in damages of a member of the management board for failure to file a timely bankruptcy petition for a limited-liability company
A creditor of a company may seek to hold a member of the management board liable in damages if a bankruptcy petition for the company is not filed on time.
Konrad Grotowski: The owners of a company threatened by bankruptcy sometimes give in to the temptation to remove assets from the company
An interview with Konrad Grotowski from the Bankruptcy and Restructuring practices at Wardyński & Partners on how creditors can protect themselves against actions by a dishonest debtor.
Who is liable for overstating the value of an in-kind contribution?
The requirement that the share capital of a limited-liability company be fully covered prior to registration of the company is tied to liability in the event that an in-kind contribution is made to the company at an inflated value.
What's up with the reform of limited-liability companies?
On 22 February 2013, the lower house of the Polish Parliament voted to reject a bill that would reduce the minimum statutory share capital in limited-liability companies. But changes are still necessary.
Fairness opinions in Poland
External, independent opinions on the fairness of the financial conditions of M&A transactions are gaining popularity in Polish practice.
What is the involvement of employees in cross-border mergers?
In a cross-border merger, the employees must have an opportunity to participate in the merger procedure and in the governance of the new company—typically by having an influence on the composition of the supervisory board.
When buying bearer shares, be sure to check the validity of the share certificate
Before buying bearer shares, it is important to check the validity of the share certificate. Under Commercial Companies Code Art. 328, a share certificate lacking the necessary data, the company seal, or the signature of the management board is invalid.
Change of shareholders in a limited-liability company
What document constitutes grounds for entry in the commercial register of sale of at least 10% of the shares in a limited-liability company? A legal adviser analyses a resolution on this issue by the Supreme Court of Poland.
