Commercial companies can be transformed in all the possible directions, namely – from general to capital partnership, from capital to general, from capital to other capital, as well as from general to yet another general one. It isalso allowed by law to transform a sole proprietorship into a sole limited liability company. What is more, the Code of Commercial Companies allows for the transformation of a civil law partnership into a commercial company, thanks to a specific interpretation of legal provisions relating to the transformation of a general partnership into a commercial company. The transformed company is granted of the rights that are applicable to it and the associates of the to-be-transformed partnership become the associates of the transformed company of any other type of partnership.
In contrast to company merger, only capital companies and partnerships can be divided, excluding companies that are being liquidated and in the case of which the procedure of asset division and bankruptcy proceedings initiation has started. A joint-stock company the initial capital of which has not been fully accumulated cannot be divided as well. Company division can be done in one of four ways specified in the Code of Commercial Companies:
- by transferring all the assets of the divided company to other companies in return for shares that are granted to the associates of the to-be-divided company (division by acquisition),
- by creating new companies to which all the assets will be transferred (division by the creation of new companies),
- by transferring the assets of the to-be-divided company to both existing and newly created companies (division by acquisition and creation of new companies),
- by transferring a part of assets of the to-be-divided company to both existing and newly created companies (division by assignation).
Company mergers are possible in the following cases:
- merger by acquisition (incorporation) which is based on transferring all the assets of the acquired company to another one for shares, which are then given to the associates of the former (merger by acquisition). The acquired company ceases existing and its rights and obligations are transferred to the other one (universal succession);
- merger by means of the creation of a new company, which is based on establishing a new entity which acquires the assets of all firms that are subject to merger and its associates receive a specified amount of shares. In this case, all the merging companies cease existing and are replaced by a singular entity.
There are two types of limitations with regard to company merger:
- general partnerships can merge only by creating a capital company. A general partnership merging with a capital company cannot be a newly created firm or the asset acquiring entity),
- liquidated companies in the case of which asset division procedure has started cannot merge, regardless of if they are general or capital companies and partnerships.
LEGAL SUPERVISION OVER COMPANIES AND PARTNERSHIPS WARSAW
Our law firm specializes in all fields of economic law. We advise to both domestic and foreign entities. Our experts ensure a comprehensive legal supervision and management. Services can be provided in German and in English.
Within the scope of the service in question, we offer, among others:
- Legal and tax advising with regard to the choice of the most suitable form of business operation.
- Issuing and negotiating commercial agreements, as well as legal and tax advising regarding their conclusion and execution.
- Issuing and assessing agreements regarding intellectual and industrial property rights.
- Registering and supervising commercial law companies together with their foreign branches.
- Representing commercial law companies in communication with registration bodies, including the National Court Register authorities.
- Creating a comprehensive documentation of a company, including the documents of incorporation, statutes, and regulations.
- Issuing agreements and acts regulating relations between commercial law companies’ associates.
- Updating company’s data in the National Court Register.
- Legal and tax advising with regard to the acquisition of shares and assets.
- Litigating acts adopted by the board of shareholders or the generalassembly
- Comprehensive legal and tax support with regard to commercial law company liquidation, transformation, acquisition, and merger.
- Comprehensivelegal support in terms of personal data protection, including issues connected with digital service provision, commercial agreements, internal regulations, instructions, and provisions.
- Organizing training sessions concerning certain areas of law for entrepreneurs.
- Representing Clients in the course of court, administrative, and tax proceedings, especially relating to civil, economic, and commercial law, intellectual property, press law, unfair competition, labor legislation, and debt collection.