Share purchase of Polish Company
Share purchase in Poland is governed by Polish Commercial Companies Code of September 15th, 2000. Since the list of risk associated with share purchase is extensive, the transaction itself, as any other share deal, shall be preceded by a thorough due diligence investigation.
Purchase of shares in Polish Limited liability company
According to Polish Commercial Companies Code, LLC share purchase agreement shall be made in writing, with signatures certified by a notary. The articles of association often provide share disposal restrictions, e.g. other shareholders' pre-emption right or the vendor's obligation to obtain company's consent to the particular transaction.
The purchaser is liable towards the company jointly and severally with the vendor for outstanding performances due to the company in connection with the disposed share. The share purchase shall be effective towards the Polish company upon receipt by the company the notification and certificate of such transaction submitted by one of the interested parties.
After the purchase is completed, the management board of Polish company shall update the list of shareholders and file it to the Polish Company House (Polish Register of Companies – KRS). If changes concern shareholders holding at least 10% of the share capital, these shareholders shall be disclosed in the trade register. Other shareholders (holding below 10% of the share capital) are not obliged to be disclosed in Polish Company Register.
Purchase of stock of Polish Joint-stock company
According to Polish Commercial Companies Code there are no restrictions concerning joint-stock company stock purchase agreement. However this rule has one important exception with regards to transfer of a registered stock or an interim certificate, both of which shall be effected by way of a written statement included either in the stock certificate or the interim certificate, or executed as a separate document, and shall require transfer of possession of the stock or interim certificate.
The general rule is: stocks are be transferable. However, the statutes (bye-laws) often provide stock disposal restrictions, e.g. other stockholders' pre-emption right or the vendor's obligation to obtain company's consent to the particular transaction. Also, a contract restricting the transferability of a stock for a definite term is admissible. The period of restriction may not exceed five years after the date of execution of such contract.
With the exception of the sole stockholder, other stockholders of joint-stock companies shall not be disclosed in the trade register.
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Barrister, Managing Partner