Investors that choose to set up a business in Poland may decide not to open a new Polish company, but to purchase an existing company or to combine two companies to form a new one.
Mergers and acquisitions can help businesses grow rapidly. Choosing to consolidate or restructure existing companies in Poland can prove to be a strategic advantage because the investor relies on an already built foundation. Our mergers and acquisitions lawyers in Poland can help you in this matter.
| Short Facts | |
|---|---|
| Types of mergers in Poland | – takeover of an existing company, – merging two companies into a newly formed entity. |
| Types of acquisitions in Poland | – purchasing shares, – acquiring assets. |
| Legal succession | The acquiring company becomes the successor to rights, obligations, permits, and contracts of the target. |
| Tax neutrality | Most Polish mergers between companies are tax-neutral. |
| Taxation exceptions | Tax may be due when cash is distributed or when the acquiring company previously held no shares in the target. |
| Mergers timeline in Poland | Standard procedures usually take 6 to 8 months. |
| Cross-border merger requirements | These mergers require extra court and registry approvals, making the process longer than domestic mergers. |
| Asset formalities in Poland | Fewer formalities for assets, unless real estate or regulated assets are involved. |
| Authorities involved | Governed by Polish Public Offering regulations, requiring strict disclosure and procedure. |
| Purchasing stakes in public companies | Reaching certain shareholding thresholds causes an obligation to make an offer for all remaining shares. |
| Minority shareholder protection | Equal treatment rules and mandatory disclosure ensure fairness for minority holders. |
| Antitrust clearance (YES/NO) | YES, required when combined turnover of the parties exceeds defined Polish or global thresholds. |
| Needed antitrust approval (YES/NO) | NO, approval is needed if the target company’s sales in Poland are below certain small thresholds. |
| Foreign investment check | Government approval is needed for strategic sectors, failing to comply can cause fines or make the deal invalid. |
| Process of due diligence and closing | – keeping information private (NDAs), – agreeing on basic deal terms (MoUs), – checking the company (due diligence), – finalizing contracts, – completing filings after the deal. |
Table of Contents
Mergers in Poland
There are two types of mergers in Poland:
– taking over an existing company; or
– merging two companies into a new company.
By purchasing a company in Poland, the new owner is the legal successor to all the company’s rights and obligations. The company that purchases another company also takes over the administrative decisions and concessions and permits are automatically transferred to the company that made the purchase. Our mergers and acquisitions lawyers in Poland can help you purchase a company.
In most cases, there are no taxes for merging two Polish companies. However, this changes if the distributions are made in cash or if prior to the merger , the acquiring company has no shareholding. Also, there is a different situation when the aquiring company has at least 10 percent of the shares in the company that is being bought.
The entire Polish merger process can last anywhere between six to eight months. The merger time is shorter if the merger is between a parent company and its fully owned subsidiary or between sister companies.
A merger between two existing companies can be profitable if both businesses are prospering. Our mergers and acquisitions lawyers in Poland can give you more details.
Acquisitions in Poland
Polish acquisitions can mean the purchase of a company’ shares or particular assets. For assets, the purchase generally requires a minimum amount of formalities and can be done quickly if there is no Polish real estate involved. The sale price of the assets should be based on their market value.
The standard Value Added Tax in Poland of 23 per cent applies on the sale of goods.
For the acquisition of a business, the process is easier and it implies minimum paperwork if land purchase is not included in the deal. When purchasing a business or an organized part or a business in Poland, detailed lists of assets and liabilities must be prepared.
Because each merger or acquisition has its own particularities, it is advisable to seek specialized counseling when deciding to make such an investment. Our team of mergers and acquisitions lawyers in Poland can help you with any legal questions and aspects concerning mergers and acquisitions. Contact us for personalized legal advice and consultancy. Our team can also help you open a limited company in Poland.