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Changing Your Business Structure in Poland

Changing Your Business Structure in Poland

Polish companies that have been evolving favourably and expanding their business may consider changing their business structure. This change may be needed for a number of purposes, like easier access to outside investors or for listing the shares of the company on the Stock Market (which is not possible for a limited liability company).

The most common type of structure change is from a private limited liability company, the Sp.Z.O.O. in Poland, into a public limited liability company. This process can be performed by the company founders themselves or with the help of a company registration expert in Poland.

Changing the type of company in Poland

ThePolish private limited liability company has different requirement for the mandatory minimum share capital. This is an important aspect to consider when changing the business structure. Moreover, the joint-stock company may have more shareholders who can contribute to the capital.

An important step when changing the business structure is to update the Articles of Association. This document will need to state the new characteristics of the company. The National Court register (KRS) in Poland is the legal authority where entrepreneurs register their businesses, associations or organizations. The changes brought to the company will need to be registered with the relevant authorities. The name of the company will also have to be changed afterwards because it contains the company type initials.

Polish sole proprietorships can also be converted. A common procedure is to change them into limited liability companies. For this purpose, the investor will need to register his new company and follow all the usual steps for company incorporation. 

Requirements for company formation in Poland

Several costs will be associated with changing the type of company, apart from the mandatory minimum share capital increases. These include taxes to prepare/change the company’s Articles of Association/Deed of Formation, notary fees, and the registration fees. Companies that need to register for VAT purposes will also have to pay a fee.

The decision to change the business structure can also mean that the new business form will be subject to different accounting principles. For example, listed companies are subject to different accounting rules. Working with our partner Polish accounting company during and after the transition phase from one business form to another will help investors make sure that they remain fully compliant with the local accounting principles. 

Different types of companies have different legal requirements for corporate management and accounting/audit reporting. If you want to know more about doing business in Poland please contact our company registration agents.