Investment and commercial law Buying a ready-made company or setting up a new one? Which is more profitable? Here is a comparison.
Buying a ready-made company or setting up a new one? Which is more profitable? Here is a comparison.
What is a ready-made company vs. a new company?
- A ready-made company is an already registered entity that has a complete set of documents, a KRS number, a NIP number, and a REGON number. Such a company is ready for immediate acquisition.
- A new company requires preparation from scratch: drawing up a contract, registering with the National Court Register, obtaining tax numbers, opening a bank account, and paying in share capital—in other words, a classic, often lengthy start-up process.
Comparison:
Registration/start time
Ready-made company
Even 1-3 days — operation is possible immediately after purchase.
New company
A few weeks (and sometimes even months, if the registration formalities take longer).
Initial costs
Ready-made company
Higher – the purchase price of a ready-made company will be higher than the cost of registering a new one. There may also be additional costs for changes in the National Court Register.
New company
Lower - registration costs, notary fees, and possibly lawyer fees.
Formalities
Ready-made company
Minimum formalities — the ready-made company has a complete set of documents and numbers (KRS, NIP, REGON) and paid-up share capital.
New company
Additional procedural steps include preparing the agreement, registering the company in the National Court Register, notifications to the Social Insurance Institution (ZUS) and Tax Office (US), opening a bank account, and paying the share capital.
History of operations
Ready-made company
Some ready-made companies may already have an operating history and creditworthiness, which can facilitate negotiations with contractors and banks.
New company
A company with no history—starting from scratch, you have to build your history from the beginning.
Flexibility
Ready-made company
Limited — you accept the text of the agreement as it is (if you need to adapt it to your individual needs, you can change it by amending the articles of association, but this requires a meeting with a notary public and registration with the National Court Register, which takes time).
New company
Complete freedom in shaping records and structure, and in adapting to the company's business model.
Legal risk
Ready-made company
Possibility of hidden liabilities – you are acquiring an existing company with an unknown history. That is why it is so important to conduct a thorough due diligence analysis before the purchase.
New company
The new company has no history, which means there is no risk of taking on other people's liabilities.
Summary: What are the pros and cons of a ready-made company vs. a newly established company?
Ready-made company
Pros:
- Time savings: You can start your business almost immediately.
- Often equipped with the necessary numbers and registrations, e.g., EU VAT (essential for international trade).
- Facilitates participation in various tenders or quick investments.
Cons:
- Higher initial cost.
- Risk of potential liabilities — it is important to conduct a thorough verification of the seller.
- The need to update data in the National Court Register and possibly amend the articles of association (if necessary).
New company
Pros:
- Lower start-up costs.
- Full control over the form of the agreement and ownership structure.
- Confidence that the company is free of liabilities and history.
Cons:
- Time-consuming – formalities and registration can take several weeks (and sometimes even months).
- No history – it is more difficult to obtain credit or start cooperation with new contractors.
- A lot of paperwork – many formalities to take care of at the very beginning.
What to choose? – a ready-made company or registration of a new company?
The choice depends on your priorities and business needs. If time is of the essence, you operate in an industry that requires a quick start, or you care about the company's "seniority," a ready-made company will be the best solution.
If you have time, want to save money, and want to ensure full transparency and control, it is better to register a company from scratch.
In each case, it is worth seeking the support of advisors and verifying both the articles of association and the links with the current owners in order to protect yourself from legal and financial risks.
