company law and commercial law
The Polish company law is substantially influenced by the German company law. Especially, the Polish private limited company is similar to the German GmbH in many ways. The other Polish companies as spółka jawna (general partnership) or spółka komandytowa (limited partnership) essentially correspond to the known forms in Germany.
Our law firm in Poland (Szczecin, Warsaw) and Germany (Berlin) advises companies on all corporate matters – according to the German and Polish company law. In particular, when the advice is provided in case of conflicting circumstances between the companies, and there is a need to perform under the time pressure. Our team of lawyers supports you during the formation of companies in Poland and Germany, including all hereby concomitant legal formalities. We choose together with you the most relevant legal structure for your business and create - after analysis of your needs – a company contract tailored to your requirements.
We take into account differences between the German and Polish law. We also assist you in the design of employment contracts for managing directors or for executive employment. Our law firm supports the clients in the preparation of all kinds of contracts, company resolutions and as well as with holding of shareholders’ meetings or general meetings according to the German or Polish law.
We provide legal advice also in the field of company acquisition in Poland and Germany.
The company purchase, corporate sales and the conversion of companies are currently important issues in the focus of the companies’ development in Poland and Germany.
We initially compile a time and work schedule for the proposed transaction. In this way, we jointly recognise gaps in the planning, funding shortfalls and a need for restructuring. In advance of the transactions, we perform due diligence, advise you comprehensively on tax matters and create a list of the relevant contracts.
After the acquisition, we are able to assist you in the process of development of your company. Usually, at the beginning of our activity, are the ongoing obligations already agreed. These include enforcement of requested funding, continuous analyses and monitoring of the provision of services by the contractual partner.
We advise companies with Polish and foreign participation in the following areas:
- legal advice on establishing in Poland or Germany: of a branch or a subsidiary of Polish or German law as a private limited company
- advice on choice of a legal form of the company in Poland in comparison with the German law
- advice on corporate law in Poland, in particular: spółka akcyjna (a stock company) , spółka z o.o. (a private limited company), spółka komandytowa (a limited partnership)
- spółka cywilna (a partnership)
- drafting of memorandum of association in Polish and German language as well as adaptation of the German memoranda or the social orders to the Polish law
- negotiating and drafting employment contracts of the representative bodies of the company (managerial employment contract)
- creating the social orders
- counselling for the social status of foreign CEOs in Poland
- advice on liability issues of the representative bodies and the shareholders in Poland
- legal assistance to the general partners’ and shareholders’ meetings in Poland and drafting the minutes of the ordinary resolutions (e.g. in the appointment or the dismissal of the CEO, approval of the financial statements) and the extraordinary resolutions (transfer of the place of business, increase of capital, conversion, etc.)
- drafting of corporate control measures of the Polish subsidiary by the foreign parent company
- clarification of legal questions that arise in connection with the international company law
- consulting and regulation of the company succession in Poland
- implementation of the international and national restructuring of companies: the transformation of companies, cross-border mergers, and divisions
- advice and representation in all corporate law disputes in Poland, especially between partners or between a foreign partner and the Polish company
- developing of organisational proposals for the avoidance of the loss of a half of the ordinary or the share capital
- implementation of company’s dissolution and liquidation
In the field of commercial law, we offer in particular:
- advice on all international commercial issues
- counselling to the regulations of the National Court Register and rules on publicity in Poland or Germny
- advice on accounting, accounting law, proxy and commercial power in Poland or Germny
- advice on the law of commercial sales and financial intermediaries in Poland or Germny
- advice on special fields of law, that are subject to specific rules in Poland or Germny.
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