[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"advice-en-merging-companies-in-poland":3},{"slug":4,"title":5,"excerpt":6,"body":7,"datePublished":8,"dateModified":8},"merging-companies-in-poland","Mergers of companies in Poland: the KSH procedure step by step","Merger of companies under the KSH: merger plan, announcement, expert, resolutions and KRS entry, plus simplified tracks for single-member and sister companies.","\u003Cp>A merger of companies means that all the assets of one or several companies pass to another company, and the acquired companies disappear from the register without liquidation. The procedure is set out in the Commercial Companies Code (Article 491 et seq.), and its core is the merger plan, shareholders' resolutions and entry in the KRS. For small sp. z o.o. companies, the rules provide several simplifications that can shorten the process by a few weeks.\u003C\u002Fp>\u003Ch2>Who can merge and in what way\u003C\u002Fh2>\u003Cp>Capital companies (including a sp. z o.o. and a joint-stock company) may merge among themselves and with partnerships. A partnership — except for a limited joint-stock partnership — cannot, however, be the acquiring or newly formed company. Partnerships merge among themselves only by forming a capital or limited joint-stock company, or by acquisition by a limited joint-stock company. A company in bankruptcy cannot participate in a merger, nor can a company in liquidation that has already begun distributing its assets.\u003C\u002Fp>\u003Cp>The Code recognises two tracks:\u003C\u002Fp>\u003Cul>\u003Cli>\u003Cstrong>acquisition\u003C\u002Fstrong> — the acquiring company stays, and the acquired one transfers its assets to it; shareholders of the acquired company receive shares in the acquiring one,\u003C\u002Fli>\u003Cli>\u003Cstrong>formation of a new company\u003C\u002Fstrong> — all merging companies disappear, and their assets pass to a new entity.\u003C\u002Fli>\u003C\u002Ful>\u003Cp>In addition to shares, shareholders may receive cash additional payments, but in total no more than 10% of the balance-sheet value of the shares granted (on acquisition) or 10% of their nominal value (for a new company).\u003C\u002Fp>\u003Cp>In small-firm practice, acquisition is markedly more frequent: it is easier to keep the KRS number, NIP, client contracts and bank accounts of one of the companies.\u003C\u002Fp>\u003Ch2>Documents to prepare\u003C\u002Fh2>\u003Ch3>Merger plan\u003C\u002Fh3>\u003Cp>The plan is agreed in writing by the management boards of the merging companies. It must contain at least the legal form, business name and registered office of each company, the manner of the merger, the share-exchange ratio with additional payments, the rules for granting shares, the date from which the new shares entitle to profit, rights granted to shareholders with special entitlements and any special benefits for members of the governing bodies.\u003C\u002Fp>\u003Cp>Annexes to the plan are:\u003C\u002Fp>\u003Cul>\u003Cli>drafts of merger resolutions,\u003C\u002Fli>\u003Cli>a draft amendment to the acquiring company's articles (or the deed or statute of the new company),\u003C\u002Fli>\u003Cli>a valuation of the acquired company's assets as of a date in the month preceding the application to announce the plan,\u003C\u002Fli>\u003Cli>a statement on the accounting condition of the company as of the same date, prepared using the same methods and layout as the last annual balance sheet.\u003C\u002Fli>\u003C\u002Ful>\u003Ch3>Management board report and expert opinion\u003C\u002Fh3>\u003Cp>The management board of each company draws up a report justifying the merger from a legal and economic point of view, in particular the exchange ratio adopted. The plan is examined by an expert appointed by the registration court on the companies' joint request; the expert has up to two months for the opinion. If all shareholders of each company give their consent, the report, the duty to inform about asset changes or the expert examination can be waived.\u003C\u002Fp>\u003Ch2>Procedure step by step\u003C\u002Fh2>\u003Col>\u003Cli>\u003Cstrong>Preliminary analysis\u003C\u002Fstrong> — review of contracts with change-of-control clauses, permits, loans and tax effects.\u003C\u002Fli>\u003Cli>\u003Cstrong>Agreement and signing of the merger plan\u003C\u002Fstrong> by the management boards, together with annexes.\u003C\u002Fli>\u003Cli>\u003Cstrong>Submission of the plan to the registration court\u003C\u002Fstrong> of each company, together with a motion to appoint an expert (where examination is required).\u003C\u002Fli>\u003Cli>\u003Cstrong>Publication of the plan in the Court and Commercial Gazette (MSiG)\u003C\u002Fstrong> at the latest one month before the meeting that is to vote on the merger. As an alternative, the company may make the plan available free of charge on its website — continuously from at least one month before the meeting until its end.\u003C\u002Fli>\u003Cli>\u003Cstrong>Double notification of shareholders\u003C\u002Fstrong> — the first no later than one month before the day the resolution is adopted, the second at least two weeks after the first.\u003C\u002Fli>\u003Cli>\u003Cstrong>Making documents available\u003C\u002Fstrong> to shareholders: the plan, the financial statements and management board reports on operations for the last three financial years, annexes to the plan, management board reports and the expert's opinion.\u003C\u002Fli>\u003Cli>\u003Cstrong>Merger resolutions\u003C\u002Fstrong> in each company — by a three-quarters majority of votes representing at least half of the share capital (the articles may provide for stricter conditions), in the form of a notarial protocol.\u003C\u002Fli>\u003Cli>\u003Cstrong>Applications to the KRS\u003C\u002Fstrong> — for entry of a note on the resolution in the register of the acquired company and for entry of the merger in the register of the acquiring company. Applications are filed electronically through the Court Registers Portal.\u003C\u002Fli>\u003Cli>\u003Cstrong>Entry of the merger\u003C\u002Fstrong> — the day of entry in the register of the acquiring company is the day of the merger. The acquired company is deleted ex officio.\u003C\u002Fli>\u003C\u002Fol>\u003Cp>With the full procedure, including waiting for the expert and the court, the process usually takes several months. The longest stages depend on the court, so completeness of applications matters more than the pace of document preparation.\u003C\u002Fp>\u003Ch2>Simplified tracks for smaller companies\u003C\u002Fh2>\u003Ctable>\u003Cthead>\u003Ctr>\u003Cth>Situation\u003C\u002Fth>\u003Cth>What is dropped\u003C\u002Fth>\u003C\u002Ftr>\u003C\u002Fthead>\u003Ctbody>\u003Ctr>\u003Ctd>Company acquires its single-member subsidiary\u003C\u002Ftd>\u003Ctd>Resolution of the acquiring company (unless a shareholder with at least 1\u002F20 of capital requests it), exchange ratio, management board report and expert; the plan must be announced or made available at least one month before the registration application\u003C\u002Ftd>\u003C\u002Ftr>\u003Ctr>\u003Ctd>Sister companies — the same shareholder owns 100% of both, no new shares granted\u003C\u002Ftd>\u003Ctd>Exchange ratio and expert; on the acquired company's side there is no management board report or resolution\u003C\u002Ftd>\u003C\u002Ftr>\u003Ctr>\u003Ctd>The acquiring company has at least 90% (but not 100%) of the acquired company's capital\u003C\u002Ftd>\u003Ctd>Resolution in the acquiring company (except for a public company), management board report and expert\u003C\u002Ftd>\u003C\u002Ftr>\u003Ctr>\u003Ctd>Sp. z o.o. companies merging, where only natural persons are shareholders — no more than 10 in total\u003C\u002Ftd>\u003Ctd>Plan announcement, expert and double notification, provided no shareholder objects within a month of submission of the plan to the court\u003C\u002Ftd>\u003C\u002Ftr>\u003C\u002Ftbody>\u003C\u002Ftable>\u003Cp>\u003Cstrong>Example:\u003C\u002Fstrong> an owner runs two sp. z o.o. companies — one for sales, the other for service work — and holds 100% in both. She wants to be left with one company and one set of accounts. On the sister-company track, she does not have to set an exchange ratio or request an expert, and the resolution is adopted only in the acquiring company. What remains is the merger plan, making it available at least one month before the meeting, a notarial protocol and the application to the KRS.\u003C\u002Fp>\u003Ch2>Effects of a merger: creditors, employees, taxes\u003C\u002Fh2>\u003Cul>\u003Cli>\u003Cstrong>Succession\u003C\u002Fstrong> — on the day of the merger the acquiring company steps into all the rights and obligations of the acquired company, as a rule including permits, concessions and reliefs, unless a statute or decision provides otherwise.\u003C\u002Fli>\u003Cli>\u003Cstrong>Protection of creditors\u003C\u002Fstrong> — the assets of the companies are managed separately until creditors who, within six months of the merger announcement, demanded payment in writing are satisfied or secured.\u003C\u002Fli>\u003Cli>\u003Cstrong>Employees\u003C\u002Fstrong> — pass to the acquiring company under the rules on transfer of a workplace in the Labour Code; the management should inform them in advance of the date and effects.\u003C\u002Fli>\u003Cli>\u003Cstrong>Taxes\u003C\u002Fstrong> — a merger may be neutral in CIT, but only if statutory conditions are met, including the existence of a justified economic reason. The acquired company's losses, as a rule, do not transfer to the acquiring company. Before signing the plan, a tax analysis is worth commissioning and, in case of doubt, a request for an individual ruling.\u003C\u002Fli>\u003Cli>\u003Cstrong>Concentration control\u003C\u002Fstrong> — if the combined turnover of participants in the previous year exceeds EUR 1 billion worldwide or EUR 50 million in Poland, the intention must be notified to the President of UOKiK. Mergers within a single capital group are excluded from this obligation.\u003C\u002Fli>\u003C\u002Ful>\u003Cp>A merger resolution may be challenged only within one month of its adoption and, after the day of the merger, exclusively against the acquiring company. Reservations concerning the exchange ratio itself are not grounds for challenge.\u003C\u002Fp>\u003Ch2>Merger or liquidation?\u003C\u002Fh2>\u003Cp>If one company is no longer needed, a merger can be faster than \u003Ca href=\"\u002Fen\u002Fadvice\u002Fliquidation-of-a-sp-z-o-o-company\">liquidation of a sp. z o.o.\u003C\u002Fa>: there is no need to sell off the assets or wait for creditors before deletion, and contracts and resources transfer automatically. Liquidation makes sense when the assets are to be distributed among shareholders and the business ended.\u003C\u002Fp>\u003Ch2>How Good Balance can help\u003C\u002Fh2>\u003Cp>As part of our service \u003Ca href=\"\u002Fen\u002Fservices\u002Flegal\u002Fcompany-changes\">changes in companies\u003C\u002Fa>, we prepare the merger plan with annexes, draft resolutions and KRS applications and coordinate work with the notary and the expert. Before starting the procedure, we propose a \u003Ca href=\"\u002Fen\u002Fservices\u002Flegal\u002Fconsultation\">consultation\u003C\u002Fa>, during which we select the simplest permissible track and assess tax effects.\u003C\u002Fp>","2026-10-09"]