We guide companies through structural change: converting the legal form, mergers and demergers, liquidation and dissolution, as well as buying or selling a business (M&A). You know every step, every required clearance and every deadline before you sign.
A company reorganisation - converting the legal form, tidying up a capital group, a liquidation, or buying or selling a business - is a decision that shapes liability, tax and control of the business for years. We run it so that the change of structure serves the business goal and does not create new risks.
Day to day we advise on company conversions and on tidying up capital groups, as well as on liquidations and the dissolution of companies. When it comes to a purchase or sale, we run the mergers and acquisitions (M&A) transaction - from the first letter of intent to closing - watching what you are really buying (due diligence), how to structure the agreement, and which regulatory clearances must be in place.
We represent shareholders and investors, buyers and sellers, including in contentious situations and distressed entities. We match the scope and pace to the goal and to who is on the other side.
Legal status: September 2026. This material is informational and does not constitute legal advice.
We convert companies - for example from a sole proprietorship or partnership into a limited liability company, or from a limited company into a joint-stock company - preserving the continuity of contracts, permits and settlements. We prepare the conversion plan, the required valuations and resolutions, and handle the registration of changes with the registry (KRS).
We simplify capital structures: merging companies within a group, carving out organised parts of a business, and moving assets between entities. We match the option to the business and tax goal and align it with the corporate timetable and required clearances.
We guide you through the liquidation of a company - from its opening and filings, through satisfying creditors and distributing the assets, to removal from the register. We put relations with shareholders, employees and counterparties in order so that the closing is clean and leaves no open risks.
We advise on a shareholder exit, redemption of shares and settling obligations before a liquidation, dissolution or sale of the company. We make sure the parting of shareholders and the wind-down happen without disputes or arrears.
Selected transaction
We advised on the cross-border sale of the Web Shield group (entities in the UK, Germany and Poland) to the listed ZignSec AB; the transaction was valued at EUR 28 million. We worked alongside Eversheds Sutherland. More about the transaction.
Before you commit capital, we examine the target: legal title, contracts, liabilities, disputes and consents. The output is a red-flag report we translate straight into the price, the warranties and the contract protections. We run the full methodology on a dedicated legal due diligence page.
We match the structure to your goal: a share deal (shares - the company with its whole history, employer unchanged) or a purchase of selected assets, an enterprise or an organised part of it - ZCP (asset deal). Whether an asset sale qualifies as a ZCP is fact-specific and drives the VAT and PCC treatment and the scope of succession. We align the structure with a tax plan and, where it pays off, secure it with a ruling.
We check whether the transaction is notifiable. A concentration is notified to the President of UOKiK where the participants' aggregate turnover in the preceding year exceeded EUR 1bn worldwide or EUR 50m in Poland; at EU scale the European Commission is competent (the EUMR thresholds). We warn against gun-jumping - closing before clearance risks a fine of up to 10% of turnover.
An investor from outside the EU, EEA or OECD may need clearance. Since 24 July 2025 the regime is permanent, and new cases are decided by the minister responsible for the economy. It applies to protected entities with Polish revenue above EUR 10m, at thresholds of 20%, 40% or dominance - including indirect acquisitions. We establish your status at the outset.
Where non-EU funds are involved, we check the obligations under the FSR. A notification is triggered by two cumulative thresholds: the acquired party is established in the EU with EU turnover of at least EUR 500m, and the parties' foreign financial contributions exceed EUR 50m over the last three years. A standstill applies, and the Commission can call in even a below-threshold deal.
We screen the transaction for sanctions (EU and national lists), source of funds and AML obligations. We check the beneficial owner on both sides and keep filings and updates in order in the CRBR - because an error in the ownership structure can block financing and closing.
We prepare the full document set: NDA, letter of intent / term sheet, SPA, investment agreement and shareholders' agreement (SHA). Where you fund the purchase with debt, we structure the security and watch the rules on financing the acquisition of shares (financial assistance - permitted for a joint-stock company only on statutory conditions) and the duty to act in the company's interest, so the financing does not undermine the security.
We negotiate the scope of representations and warranties and the seller's liability. Where the parties want a clean exit, we bring in W&I insurance and run it as a separate workstream - with the insurer's diligence, exclusions and retention. The insurance reduces the seller's exposure (it does not remove it for fraud or excluded risks), and gives the buyer a real route to recovery.
We match the price mechanism: locked-box (a fixed price at a reference-balance date) or completion accounts (a post-closing adjustment), and where value depends on performance - an earn-out with clear metrics. Depending on the drafting, we build a MAC clause as a closing condition or a ground for withdrawal, not a price mechanism. We also secure change-of-control consents in key contracts.
We explain what happens to the team. A transfer of an undertaking (art. 23¹ of the Labour Code) may apply where the employer changes - typically in an asset deal or a transfer of an organised part, provided the transferred unit retains its identity; a pure share deal leaves the employer unchanged. Where it applies, employees transfer automatically and you owe a 30-day information duty to the workforce or unions. We also structure packages for key staff.
In regulated sectors we establish the change-of-control clearances - including the KNF, energy, telecoms, defence, pharmaceuticals or concession regimes. For public companies we guide you through tender offers, squeeze-out / sell-out, disclosure duties and MAR (inside information). These are stages that are easy to miss, and each can extend the transaction.
We take the transaction to closing - ensuring the conditions precedent are met and moving through the formalities. After closing we handle the housekeeping: KRS filings, updating the CRBR, the share register, releases of security, transitional-services agreements (TSA) and integration support. We also handle mergers, divisions and transformations - including cross-border ones (the KSH reform in force since 15 September 2023).
A conversion changes the legal form but preserves the continuity of the business: the converted company succeeds to all the rights and obligations of the company being converted (the continuity principle). The process involves a conversion plan, any required valuations and a resolution of the shareholders, and completes with the registration in the court register (KRS), from which the new form takes effect.
The timing depends on the starting and target form and on whether the plan needs an examination by an auditor. At the outset we set a schedule and flag what drives the deadline, so you do not plan the change for a date the procedure will not allow.
As a rule, no: thanks to continuity, contracts, the tax number (NIP) and the statistical number (REGON) stay with the company, and the converted company is the same business in a new form. This is what sets a conversion apart from setting up a new company and moving assets into it.
The exceptions are rights that the law ties to a specific form, or that require a consent or confirmation (some permits, concessions and administrative decisions). We check them before the conversion so that no key authorisation lapses along the way.
A liquidation is an orderly closing of the company: opening the liquidation, filing it with the registry and appointing liquidators, paying or securing creditors, distributing the remaining assets and removing the company from the register. Until it is removed, the company still exists and operates under its name with the words "in liquidation".
The order and the deadlines matter, among them the call to creditors and the period after which the assets can be distributed among the shareholders. We run the whole process so that the closing is clean and leaves no open obligations.
For companies with share capital (limited liability and joint-stock), closing generally requires a liquidation, and the exceptions are narrow. Sometimes a better route than a liquidation is selling the company, merging it with another or converting it.
We match the path to the goal and the situation: what is faster, cheaper and safer for the shareholders and the management board. If the company has obligations, we put them in order before deciding on the form of closing.
In a share deal you buy the company (its shares) with its whole history; in an asset deal you pick specific assets, an enterprise or an organised part of it. In a share deal the parties to contracts and the employer do not change - you also take on the company's liabilities and risks. In an asset deal you transfer what you define, but must secure counterparties' consents and the transfer of permits.
The choice has tax consequences (VAT, PCC, CIT) and affects succession and whether a transfer of an undertaking is triggered. We match the option to your goal.
When the participants' aggregate turnover in the preceding year exceeded EUR 1bn worldwide or EUR 50m in Poland - on an "either/or" test. What counts is the effect on the Polish market, so foreign transactions are notifiable too if they have an effect here.
The Act provides exemptions (including a EUR 10m target-size carve-out). We check the obligation early, because closing before clearance (gun-jumping) risks a fine of up to 10% of turnover.
It is a legal X-ray of what you are buying - so that you pay for real value, not hidden risk. We check title, contracts, disputes, consents and liabilities, and translate the result into the price and the warranties.
We run the full methodology - scope, stages, red-flag report - on a dedicated legal due diligence page. Here it is enough to know that without proper due diligence you negotiate blind.
Usually the seller - to the extent you negotiate in the representations and warranties; and where you want to limit the seller's exposure, W&I insurance steps in. Representations and warranties allocate risk: the broader they are, the more sits with the seller.
W&I insurance reduces the seller's exposure - though it does not remove it for fraud, leakage, breach of covenants, or known and excluded risks - and gives the buyer a route to recover from the insurer. We run it as a separate workstream with its own diligence, exclusions and retention.
In an asset deal or a transfer of an organised part, employees may pass to you automatically under a transfer of the undertaking (art. 23¹ of the Labour Code) - provided the transferred unit retains its identity; in a pure share deal the employer is unchanged, so they stay on existing terms. Where art. 23¹ applies, the transfer is automatic, along with liability for employment obligations, and you owe a 30-day information duty to the workforce or unions; an employee may also end the employment on special terms within that period.
We also structure rules for key staff - incentive packages, leaver, vesting - so the deal does not cost you the people the business rests on.
Both - and in each role we play to one goal: a safe transaction on your terms. On the buy-side we focus on due diligence, securing the price and broad warranties. On the sell-side - on a clean exit, limiting liability and an efficient closing.
We always establish at the outset whose interests we represent and guard against any conflict.
The team that will run your transaction - from structure and due diligence, through negotiation, to closing and integration.
Michał Wołoszański
Founder & Managing Partner,
INSEAD Global Executive MBA, Attorney-at-law
Michał oversees the firm's key transactions - from deal structure and negotiation to risk and contracts.
Łukasz Kudela
Partner, Attorney-at-law,
Cryptocurrency Project Manager
Łukasz combines company law, competition and AML compliance - reviewing structure, transaction clearances and the target's regulatory risks.
Kinga Miller
Partner, Advocate,
Approved Compliance Expert, Approved ESG Officer
Kinga reviews the target's regulatory and litigation risks - those that really affect price and the contract.
Marta Solarska-Kaleńczuk
Partner, Chief Operating Officer,
Data Protection Officer
Marta owns the operational side of the process - coordinating transactions and reorganisations, the timetable and compliance, including data protection.
Tell us what you are buying or selling and where you are in the process - we will map the structure, the scope of the review and the next step.
Contact us