Company law, company formation, restructuring Acquisition vs. Setting up a Company: Which is more profitable for a safe entry into the Polish market?
The stable economic situation increasingly encourages foreign investors to enter the Polish market. Naturally, every investor has different priorities and visions for starting a business in Poland. However, among family businesses in Germany, Austria, Switzerland, the UK, and the Netherlands, two main trends can be observed: either starting operations by establishing a new company and building it from scratch, or acquiring an existing firm.
Entering the Polish market by establishing a company
The traditional registration of a limited liability company (spółka z ograniczoną odpowiedzialnością) via a notary can take anywhere from a week to a month. In contrast, electronic registration through the S24 system usually takes 1–3 business days. Furthermore, the process of purchasing shares in a ready-made shelf company can be finalized in a single day. This allows for the immediate commencement of operations—following a solid market analysis, of course—which is crucial for fast-track investment projects or urgent contract signings. Whether a company is established electronically or via a notary, NIP (tax ID) and REGON (statistical ID) numbers are assigned rapidly. Obtaining active VAT/VAT-UE status involves certain formalities but is a necessary procedure for proper functioning in international trade.
Entering the Polish market through acquisition
The advantage of market entry via acquisition is joining a company with an established position and history. Here, the range of possibilities is broad. The current attractiveness of this solution stems directly from a specific market situation. A key phenomenon is the generational change in Polish business. Many family firms founded in the 1990s are now facing a lack of natural successors, leading owners to actively seek external investors. Manufacturing companies that may lack further growth prospects under their current formula are being put up for sale, seeking investors ready for reorganization. Polish and foreign entities are also looking for synergies in the face of growing pressure from Asian companies. In such cases, a foreign investor's entry allows for the combination of Polish business flexibility with the strength and experience of a foreign family enterprise, driven by joining forces against future challenges.
Share acquisition procedure under the Polish Commercial Companies Code (PL KSH)
Excluding negotiation processes and due diligence, the acquisition of a limited liability company is a straightforward procedure with few formalities. In simplified terms, it involves several key steps:
1. Share Purchase Agreement: Pursuant to Art. 180 KSH ( Polish Commercial Companies Code ), the disposal of shares must be made in writing with notarially certified signatures under pain of nullity. The parties must sign in the presence of a notary, either in person or via proxies.
2. Notification of the Company: The Management Board must be notified of the transfer of shares (Art. 187 KSH) by submitting proof of the transaction. The transfer of shares becomes effective against the company only from this moment.
3. Change of Management Board: As a rule, new shareholders pass a resolution at a shareholders' meeting to appoint new board members. This change is effective upon the adoption of the resolution, allowing the new authorities to represent the company and sign contracts immediately after the transaction.
4. Update of Data in the National Court Register ( PL KRS ): The Management Board is obliged to file an application to update board member details in the National Court Register ( PL KRS ). This entry is declaratory. However, changes to the Articles of Association (e.g., company name, registered office) require a prior amendment in the form of a notarial deed and are effective only upon entry into the National Court Register ( PL KRS ) (constitutive effect).
5. CRBR Reporting: Data must be updated in the Central Register of Beneficial Owners (CRBR) within 7 business days of the change. Failure to comply with this obligation may result in heavy fines.
Acquiring a company involves an initial tax cost, as notarial fees and a Civil Law Transactions Tax (PCC) of 1% of the market value of the shares must be calculated based on the purchase price.
There is no simple recipe for a successful business start in Poland; we observe various approaches. Both seeking an acquisition partner and starting a "greenfield" investment have pros and cons that must be considered on a case-by-case basis. We know the realities of business in Poland and understand the expectations and needs of foreign investors—this combination allows us to provide optimal advice in this area.
We ensure a secure entry into the Polish market
For over 30 years, we have been supporting entrepreneurs from the DACH region in efficiently and safely launching operations in Poland. We understand the specifics of these transactions and emphasize comprehensive service and legal security. Our experts help verify companies, conduct legal and tax Due Diligence, prepare the necessary documentation, and guide you through the formalities. We ensure the process complies with legal requirements and international practice, minimizing risks and guaranteeing a smooth start. We invite you to contact us to determine the optimal solutions for your investment.
