On September 15, 2023, significant changes regarding cross-border mergers of companies came into effect. In this article, we will discuss the details of the new regulations governing cross-border mergers in Poland.

As of September 15th of this year, new regulations in the Polish legal system allow for cross-border transformations. These regulations enable changing the country of a company's registered office while preserving full continuity of rights and obligations of the transformed entity, along with its history, know-how, and contracts. There is no longer a need to go through liquidation processes.

The planned changes to the Commercial Companies Code are set to bring us several revolutions, including the possibility of cross-border division as well as a new type of division - by division by separation. How might this work in practice? I discuss this below using the example of a branch of a foreign company.

On 7 July, the Sejm adopted a law introducing the possibility of cross-border reorganisations. In addition, new possibilities for the transformation of companies were introduced. In addition to the broader admission of limited partnership participation, or the introduction of a new type of demerger - demerger by spin-off, a simplified merger was introduced. And indeed, these are significant changes.

The strict meaning of the word 'debt collection' limits it to actions taken to enforce payment or other rights by legal means as defined by the applicable legislation. In my opinion, however, good debt collection starts much earlier - as the relevant procedures, agreements or habits have a direct impact on the very collection of one's debts.

Succession pertains not only to post-mortem situations but also to instances of withdrawing from a business or transferring it to the next generation. Let's delve into the most critical principles of the Polish family foundation.

To encourage investors to invest through Polish entities (and prevent capital flight to other countries), special taxation rules for so-called holding companies have been introduced into the Polish tax system. The main incentive is the non-taxation of the sale of shares or stocks held by these holding companies. The article provides answers on how to take advantage of the provided exemptions and what to watch out for.

The most important stage of the entire process, alongside the division plan, is obtaining a certificate of compliance with the law. One of the additional elements, which previously did not exist in the Polish legal order, is obtaining an opinion from the Chief of the tax authority. To carry out the division operation efficiently, knowledge of the law alone is not enough - it will be necessary to delve into the tax consequences of the division. The article discusses the most important stages related to obtaining the certificate.

‍Harmonization of EU law is progressing. The ECJ has long emphasized that the freedom of entrepreneurship should allow for various types of cross-border operations. The adopted draft law amending the Commercial Companies Code and certain other acts implements the EU directive on cross-border conversions, mergers and divisions. It seems that new solutions may find a significant group of interested parties in practice, especially with regard to divisions. Here are the basic principles of the adopted solution regarding cross-border division.

On April 18th, the government adopted a draft law amending the Commercial Companies Code and other laws and referred it to the Sejm for further work. According to the planned changes to the Polish legal system, a new type of division, Division by Separation (Polish: podział przez wyodrębnienie), is to be introduced. It can be widely used in practice, especially for transactions involving an organized part of an enterprise.

Cross-border mergers involving a Polish company require compliance with certain legal and regulatory requirements. Let us go through most important steps of such procedure.