Mergers and acquisitions Buying a Business in Poland – Due Diligence, Contract Models & Key Factors for Investors from Germany, Austria and Switzerland

Buying a Business in Poland – Due Diligence, Contract Models & Key Factors for Investors from Germany, Austria and Switzerland

The Polish market is currently undergoing a generational shift: many entrepreneurs who built their businesses after 1990 are now actively seeking successors or buyers – often from abroad. Increasing numbers of investors from Germany, Austria, and Switzerland are interested in company acquisitions in Poland, whether through the takeover of existing companies (buying a Polish limited liability company – Sp. z o.o.), acquiring a shelf company, or via classic M&A transactions. Our law firm has been accompanying these processes for years, ensuring legal and tax security at every stage – from due diligence to closing.

1. Two ways to buy a business: Share Deal or Asset Deal

Anyone planning to buy a company in Poland must make a basic decision: should the acquisition take place via a share deal (purchase of company shares), or is an asset deal (purchase of selected assets) preferable? Both options have different legal, tax, and organisational consequences.

• Share deal: The investor acquires shares in a Polish Sp. z o.o. and becomes a shareholder. All contracts, licences, and employees remain; the company’s operations continue without major disruption.

• Asset deal: Selected company assets such as machinery, real estate, trademarks, or contracts are acquired. This reduces the risk of "hidden liabilities" but requires individual transfer of each contract and may result in temporary operational delays.

2. Special aspects when buying a Polish Sp. z o.o.

When it comes to a share deal, it is essential to know that the transaction requires a contract signed with notarized authentication. This can also be done at a notary abroad (e.g., in Germany or Austria), but the document must be accompanied by an apostille to be recognised by Polish authorities.

3. Shelf companies – fast and easy investment

For investors who are pressed for time, we recommend purchasing a ready-made company in Poland as a transaction vehicle. Such entities are established solely for the purpose of simplifying transactions and serve as a link between the acquired company and the investor.

4. Due Diligence – the key to any successful transaction

A thorough legal, tax, and financial due diligence is essential for company purchases in Poland. It enables risks connected with liabilities, contracts, court proceedings, or tax debts to be identified. Our experts ensure that the investor is transparently informed about all opportunities and risks.

5. Typical procedure: from negotiation to closing

Comprehensive support covers all transaction stages:

• meticulous due diligence – analysis of documents and contracts,

• negotiations (letter of intent, sale contract, agreements),

• signing of the (preliminary) contract,

• transition period, possibly with seller support,

• closing and formal transfer of ownership.

We coordinate the process with all necessary parties, from notaries and tax advisors to the commercial court.

6. Our experience – your advantage

Given the current situation, where Polish companies are increasingly offered for sale, foreign investors benefit from our expertise. We provide holistic advice – from tax optimisation and legal compliance to effective communication with Polish authorities. Our clients appreciate our transparency, careful risk assessment, and strong negotiation of favourable contract terms.

Conclusion: Buying a company in Poland offers great opportunities – with the right strategy and professional support, you minimise risks and lay the foundation for lasting success in the Polish market. Contact us – we support you from the analysis right through to closing.