We provide comprehensive advice on the legal organization of companies and capital groups — so the corporate structure supports business goals instead of slowing them down.
Corporate governance isn't a box-ticking exercise — it's a risk-management tool. It balances the interests of owners, management, shareholders and business partners, and a well-designed structure builds trust with investors and partners. We advise both when designing a structure from scratch and when tidying up an already-operating organization — single-shareholder companies, capital groups with subsidiaries, and companies with a changing shareholder base (e.g. after a financial investor comes in).
A review of corporate procedures and documentation with remediation recommendations. The audit covers:
Regulations for companies and capital groups — management board, supervisory board and shareholder/member assembly.
Corporate documentation and accountability frameworks for board members.
Representing the company and its bodies in court and administrative proceedings concerning corporate matters.
Preparation and legal support for assemblies, including draft resolutions.
Disputes between shareholders, disputes over the validity of resolutions, and conflicts within company bodies.
Drafting and negotiating management contracts for executives.
Reviewing and optimizing the structure of a capital group, and internal restructuring.
Selecting a legal form and preparing documentation for Polish and foreign capital.
Legal analysis and support for restructuring and investment processes. Setting up a limited company via Poland's S24 online system or the notarial route? See the dedicated Company Formation in Poland page.
We treat corporate governance as a process fitted to the company's or group's stage of development — from diagnosis to ongoing support.
analyzing the current corporate structure, documentation and decision-making process.
designing regulations, resolutions and a division of powers fitted to the company's or group's scale and stage of development.
preparing and rolling out documentation, supporting board and assembly meetings.
continuous support on resolutions, changes in the composition of bodies and updating documentation as regulations change.
restructurings, ownership changes, investor entry — legal support for the process from the company-structure side.
Needing a clear division of powers between shareholders and the board, and safeguards in the articles of association and corporate documents.
Needing consistent regulations, internal reporting procedures and a clear decision-making structure between the parent and subsidiaries.
Tidying up corporate documentation before or during a transaction, or when bringing in a new shareholder.
Needing clear accountability frameworks and support in corporate decision-making.
Corporate structure often intersects with sector-specific regulatory requirements — including automotive and crypto-assets.
A corporate audit covers not just the articles of association but the whole body of governance documentation — resolutions, board and shareholders' meeting rules, and the history of changes in shareholders and management.
It then checks whether the company's actual operations match what the documents say.
Usually when the board grows or an investor expects transparent decision-making rules.
Such regulations also help divide responsibilities when the company enters more complex transactions.
No — these are two different legal forms. A sole proprietorship is a natural person running a business, whereas a single-shareholder company is a separate legal entity with one shareholder — hence the different liability and tax consequences.
Choosing the right form is one of the first steps in setting up a business (see Company Formation in Poland).
There is no single universal template. However, if companies formally form a corporate group (grupa spółek) under the Commercial Companies Code (holding law, in force since 2022), statutory duties arise — including information, supervision, and the parent company's binding instructions.
Regardless, even with one subsidiary the absence of written reporting procedures and a clear division of powers usually leads to disputes over the subsidiaries' management boards' authority — which is why we recommend putting them in place.
The above is general information about our practice areas, not legal advice in an individual matter. The scope depends on the individual circumstances. Legal position: July 2026.
Illustrative examples — scenarios showing typical corporate-governance matters (not descriptions of specific client cases).
A company preparing for a funding round needs clear, consistent corporate documentation — from the articles of association to board regulations — before investor due diligence begins.
As a capital group adds subsidiaries, the lack of uniform decision-making rules between parent and subsidiaries starts generating authority disputes — we implement a consistent model of regulations and reporting.
A conflict within company bodies requires simultaneously analyzing the formal validity of the resolution and a strategy for defending or challenging it.
A lawyer who will design and tidy up the corporate structure of your company or group.
Michał Wołoszański
Managing Partner · INSEAD Global Executive MBA · Attorney-at-law
Michał, with his particular focus on intellectual property, combines professional experience and legal education with a passion for new technologies and business. He identifies the risks of a transaction, as well as those related to the later functioning of the venture, and proposes legal solutions.
Book a free initial consultation — 30 minutes online. We'll show you how to tidy up your company's or group's corporate structure.
Get in touchor call: +48 22 295 08 95
