Legal services for small and medium-sized companies

Ongoing counsel pays off once a company signs contracts, employs people and invoices regularly. If you do that only occasionally, ad-hoc help is enough.

The difference is simple. An ad-hoc lawyer arrives once the problem exists — a dispute, an inspection, a terminated contract. That is when your room for manoeuvre is smallest. A standing lawyer knows your company, your counterparties and your templates, so the risk gets caught while it is still cheap.

Then there is the pace of legal change. Tax and employment rules move very fast in Poland. A standing relationship lets you react at once, instead of learning about an obligation after the deadline.

Our model is outsourcing of legal services — your external legal department, within an agreed scope and cost. We match the scope to the scale: from a few hours a month reviewing contracts to taking over day-to-day matters. We start with one area and scale once you see the result.

What happens when things go wrong — because that is where the whole risk hides. Price and deadline are the least contentious part of any contract.

Before you sign, we check above all:

• liability — whether it is capped, whether it covers loss of profit, who carries subcontractor risk;
• contractual penalties — for what, how much, whether they eat the whole contract, and whether they work both ways;
• the way out — grounds for termination, notice periods, what happens to advances and work started;
• payments — deadlines, interest, grounds for withholding;
• rights to the results of the work — who owns the copyright;
• confidentiality, GDPR, governing law and forum.

Separately we look at security, because the cheapest debt recovery starts in the contract: a contractual penalty, a blank promissory note, voluntary submission to enforcement in a notarial deed (art. 777 of the Code of Civil Procedure), a guarantee, a surety, or retention of title until payment.

We also build your own templates and general terms, so you are not negotiating from scratch every time.

In stages — and the faster you start, the more you recover. Delay works only for the debtor.

The path looks like this:

1. A demand for payment with a hard deadline. Often that is enough.
2. Court, when the amicable route fails. With the right documents (an acknowledgement of debt, an accepted invoice, a promissory note) you can use the fast order-for-payment procedure — the order immediately secures the claim.
3. Securing the assets for the duration of the case, e.g. freezing accounts where the debtor may strip them.
4. Enforcement by a bailiff after a final judgment.

Worth knowing: statutory interest for delay in commercial transactions and the fixed recovery compensation (EUR 40, 70 or 100 depending on the amount) are due by operation of law — regardless of the demand — and the debtor bears that cost.

Where the debtor has deliberately transferred assets to relatives, we use the actio pauliana: the transfer becomes ineffective as against you, and you can enforce against those assets. Harder cases we run as litigation and court proceedings.

Since 8 July 2026 a labour inspector can — if you fail to comply with an order first — issue a decision establishing that your contractor is in fact an employee. The decision can be appealed to a court.

What decides is the actual way of working, not the name of the contract. The test under art. 22 of the Labour Code looks at three things: personal performance of the work, subordination (direction, rosters, instructions), and a time and place set by you.

The consequences can be severe:

• establishing employment means social-security contributions, holiday and other employee entitlements;
• establishing it for a past period goes through the courts, not by an inspector's decision;
• an inspector's fine rises to PLN 5,000 (PLN 10,000 on repetition), and a court fine for replacing employment with a civil-law contract runs from PLN 2,000 to 60,000.

The system flags higher-risk companies — for example many B2B contracts and no employees at all. We audit the real models of cooperation (rosters, tools, subordination, exclusivity) and fix whatever “smells” of employment before an inspector sees it. You can also ask the Chief Labour Inspector for a binding interpretation of a specific model. We run this within employment law.

The main gain is protecting your personal assets — but it does not work immediately and it is not unconditional. In a sole proprietorship you are liable for the business’s debts with everything you own. In a limited liability company, as a rule, you are not.

Two important caveats:

• for obligations that arose before the conversion you remain jointly and severally liable with the company for a further three years;
• liability shifts to the management board — if enforcement against the company proves ineffective, a board member is personally liable (art. 299 of the Commercial Companies Code), unless they filed for bankruptcy in due time or brought about the opening of restructuring (other exonerating grounds exist too).

The upside is the principle of continuity: the company keeps its tax and statistical numbers, and contracts, permits and banking relationships as a rule carry on. This is not the same as closing the business and starting a new one. Credibility with counterparties also grows, and financing or bringing in a partner becomes easier.

We match the form to your situation and carry out the change safely, within company law.

Five things — and none of them requires a full-time job’s worth of paperwork. It is their absence that most often ends in a fine.

• A record of processing activities — you know what data you process and why, with the right legal basis for each (contract, legal obligation, consent, legitimate interest).
• Valid consents and privacy notices — for clients, counterparties and job candidates. Blanket consents are a common source of trouble.
• Data-processing agreements with every supplier that touches your data: accountants, hosting, a CRM, a marketing agency (art. 28 GDPR).
• Monitoring compliant with art. 22² of the Labour Code — purpose, retention, prior notice, signage. Separately, electronic marketing requires consent per channel.
• A breach procedure — where a breach is notifiable you generally have 72 hours from identifying it to notify the authority.

We implement GDPR pragmatically: as much as is needed, and in a way you can actually work with. We handle personal-data protection in full.

Register a trademark — and do it before you spend money on signage and a website. A clearance search protects you from discovering after launch that the name infringes someone else’s right and you must rebrand.

There is no single right to a whole brand, so we build the protection element by element:

• name and logo — a trademark (national at the Polish Patent Office or an EU trademark at the EUIPO, one filing for the whole Union);
• graphics, copy, the website — copyright;
• know-how and databases — trade secret.

Important: neither a company-register entry nor a domain registration protects a brand as such. Separately we watch copyright in contracts with agencies and freelancers — without an assignment or a licence, “your” logo or code may formally not be yours.

When someone impersonates the company or copies the look of your products so as to cause confusion, we act under unfair-competition law: cease-and-desist letters, a demand to stop and, if needed, an infringement claim.

Terms and conditions, a privacy policy, respected consumer rights and the duties under the Omnibus Directive. That is where penalties and disputes most often arise.

Specifically you must provide for:

• the 14-day right of withdrawal from a distance contract (with exceptions);
• complaints based on the goods’ or service’s non-conformity with the contract, and separate rules for digital content;
• Omnibus: on discounts you show the lowest price of the 30 days before the promotion, you mark paid placement in results, and you do not manipulate reviews;
• information duties — seller’s details, costs, complaint routes;
• marketing consents for a newsletter and lawful data collection.

Publishing fake reviews or hiding that they are sponsored is an unfair practice that the competition authority genuinely fines. If you sell through marketplaces, it is worth knowing your rights under the EU platform-to-business rules.

Terms cannot be a copy from another shop — we fit them to what and how you sell, within e-commerce law.

With a shareholders’ agreement — written before you fall out. A shareholder conflict can paralyse the company and block decisions; it is one of the costliest risks in a smaller business.

In the articles of association and a separate shareholders’ agreement we set:

• decision rules and a way out of deadlock — mechanisms to unblock voting, mediation and, as a last resort, a separation procedure;
• rules for transferring shares — right of first refusal, company consent, no selling “outside” without first offering to the others;
• clauses for a shareholder’s departure or death, so the shares do not end up in random hands;
• contributions, roles, profit distribution, a non-compete and what happens to what a shareholder brings in (know-how, contacts, copyright).

For family businesses we add a succession layer. Where the conflict is already running, we represent the shareholder or the company — from negotiation, through challenging resolutions, to seeking a shareholder’s exclusion. Acting early is cheapest: these documents are real insurance. We handle company law and corporate governance.

Yes, if at least 50 people perform paid work for you. The Polish whistleblower protection act has applied since 25 September 2024.

The threshold counts people performing paid work, not only employees on employment contracts. Some sectors — finance or anti-money-laundering, for example — have obligations regardless of headcount. Failing to have a procedure, obstructing reports or retaliating carries sanctions, including criminal ones.

In practice you need a few elements:

• a reporting channel (a dedicated address or an application);
• internal reporting rules, consulted with the workforce;
• designated people to receive reports, and response deadlines;
• rules on confidentiality and protection of the reporter’s data.

For many companies it is also a chance to put compliance in order more broadly: responding to irregularities, conflicts of interest, accepting gifts. We prepare the full document set and implement the procedure so it actually works rather than sitting in a drawer — under compliance and whistleblowers.

More than switching the accounting software — and that is the part most often forgotten. The tax settlement itself stays with your accountant or tax adviser. We are responsible for the legal and contractual side.

On the legal side you usually need to:

• sort out authorisations in the system — who, on which side, may issue and download invoices, and how that is documented;
• update the contracts — clauses on invoicing, the moment an invoice is delivered, attachments and settlement data are often written for the old paper flow;
• describe a fallback procedure — what you do when the system is unavailable, and how that affects contractual payment deadlines;
• review the relationship with your accounting firm and IT vendors, including data-processing.

The rollout schedule has been moved before, so on every project we check the current state of the law rather than relying on announcements. If you need strictly tax advice, we will say so plainly and point you to the right person.

Start with succession administration or clauses in the articles of association — a family foundation makes sense only with a larger estate. Succession is planned before it is needed: the sudden departure of an owner can stop a company overnight.

• Sole proprietorship — the basis is succession administration. It lets the business keep operating after the entrepreneur’s death (contracts, employees, tax identification) while the heirs sort things out.
• Company — we plan succession through the articles (inheritance and transfer of shares), a will, and often a transformation so shares can be passed on safely.
• Family foundation — separates assets from the operating business and lets you pass them down without fragmenting them, with favourable tax rules for distributions to close relatives.

Note: changes tightening the family-foundation rules have been announced — among others a longer holding period for contributed assets before the preferential treatment applies, and taxation of some operations. Some of them have not yet entered into force, so when setting one up we always check the current state of the law.

A foundation remains a strong long-term succession tool, though it is less suited to quick, “neutral” operations. We match the tool to the size and purpose of the business.

Restructuring when the business is viable but losing liquidity. Bankruptcy when it is permanently insolvent — and then the 30-day deadline is what counts. The earlier you act, the more options you have and the lower the personal risk for the management.

The law offers four restructuring routes: proceedings for the approval of an arrangement, accelerated arrangement, arrangement, and remedial proceedings. They differ in protection from creditors and court control. Restructuring allows an arrangement with creditors; remedial proceedings additionally protect key contracts and let you shed loss-making parts while keeping the healthy core.

With bankruptcy, watch two things:

• the management generally has 30 days from insolvency to file — a late filing risks personal liability (art. 299 of the Commercial Companies Code), and even criminal liability and a ban on running a business;
• the company’s bankruptcy does not extinguish the owner’s personal obligations and security (sureties, promissory notes, submissions to enforcement given to banks or landlords) — which is why they are best limited when the contracts are signed.

We advise which route to take and run the process so as to save what can be saved — within ongoing legal advice.