Head office is told the Polish merger “needs the parent’s approval”, and pictures a courier envelope full of apostilled, notarised, sworn-translated paper crossing Europe on a deadline. Sometimes that fear sets the whole timetable. It is almost always heavier than the law asks for. What the parent actually has to do is smaller and more procedural than it sounds - and the part that eats time is not the part most people worry about.

What the parent is really approving

A merger or a demerger of a Polish company runs on a shareholders’ resolution, passed by a three-quarters majority representing at least half the share capital and recorded in minutes drawn up by a Polish notary (Art. 506 § 1 and § 5 of the Commercial Companies Code, Kodeks spółek handlowych, “KSH”, for a merger; Art. 541 § 1 and § 7 KSH for a demerger). Your group holds the shares, so the resolution is yours to pass.

In plain terms: you are not signing the Polish resolution. You are authorising someone to cast your vote, and proving you were entitled to. Even when the parent owns 100% and is the sole shareholder - which under Art. 156 KSH means it exercises the powers of the shareholders’ meeting on its own - there is still a meeting minuted by a Polish notary, and the parent still has to be represented there.

That is why, for most foreign parents, two documents matter: the power of attorney to a proxy who attends the notarial meeting, and the proof that the people who signed it can bind the company. Your own internal sign-off - a parent-board resolution authorising the vote - is governed by your home law and normally stays inside your group; it does not go to the Polish court.

When the parent signs less - or nothing at all

If the acquiring company is a Polish company of your group that already holds every share of the company being acquired, the law lets the acquiring side skip its resolution entirely (Art. 516 § 6 KSH). The acquired company still passes one, but the vote is cast by the acquiring company as its sole shareholder, not by you. In a merger of sister companies run without a share issue, the relief sits on the other side: the acquired company passes no resolution, so you vote only in the acquiring one (Art. 516 § 6¹ KSH). See the simplified merger of a wholly-owned Polish subsidiary for what else falls away. And if the parent is itself a foreign company merging the Polish entity upward into itself, the parent’s own resolution is a matter for the law of its registered office, not the KSH - that is a cross-border upstream merger into the foreign parent, covered separately.

The form: written means written

The power of attorney to vote a merger or demerger resolution must be in writing under pain of nullity (Art. 243 § 2 KSH). This surprises people, because the resolution itself is notarial - so surely the authority to vote on it must be notarial too? It is not. Art. 243 § 2 is a special rule: it displaces the general Civil Code principle that a power of attorney must share the form of the act it authorises (Art. 99 § 1 of the Civil Code, Kodeks cywilny, “KC”). A plain written power of attorney is enough.

For precision: “written” has a hard edge. Under Art. 78 § 1 KC it means a handwritten signature - someone picks up a pen and signs. A facsimile stamp, or a signature image dropped into a PDF, does not satisfy it. That is a perfectly normal way to close documents in many groups; it will not get your proxy admitted to the meeting.

There is a second route. A qualified electronic signature (QES) is equivalent to a handwritten one (Art. 78¹ KC), so an electronically signed power of attorney works - provided the signature is genuinely qualified under the EU eIDAS Regulation (Regulation (EU) No 910/2014). It does not have to be a Polish signature; eIDAS is eIDAS. The trap is that several widely used e-signature products are not eIDAS-qualified in their standard tiers - this has been true of common DocuSign options - so “we signed it electronically” is not the same as “we signed it with a QES”.

One more limit: the proxy cannot be a management board member or an employee of the company itself (Art. 243 § 3 KSH). Your Polish lawyer is a fine choice; a management board member of the Polish subsidiary is not.

Proving who signed

A written power of attorney only helps if the notary and the registry court can see that the people who signed it may represent the parent. This is not paperwork for my own file - in Poland it is the notary and, at the registration stage, the court who examine authority closely, and what they want is a plain answer straight from a register: who may represent the company, and how. The clean way to give it is an extract from the register where the parent is entered, showing its representatives and its manner of representation. From a Polish registered office this looks trivial - our register of entrepreneurs sets it out plainly - but from another jurisdiction it is not always so. The extract has to be an official document, and in many countries obtaining one with that status is itself a small procedure. Best of all is an extract pulled from an electronic register: it usually carries a qualified electronic signature or seal that proves the copy is genuine - which matters, because the Polish registry procedure is fully electronic. Where a register does not spell the answer out, we find another route - but it always has to come down to a simple, clear indication, never circumstantial hints that are hard to explain to a court.

Some jurisdictions make this hard or impossible - most US states keep no register that lists who may bind a company. There the answer is a power of attorney with signatures certified by a notary (in the US sense - a notary public, who certifies signatures, not the civil-law notariusz who drafts deeds). Acting within their authority, the notary certifies that the signatories are, say, directors of the LLC and are entitled to represent it. That lets us use the power of attorney without a register extract that does not exist.

The register extract - or that notary’s certificate - then needs a sworn translation (tłumaczenie przysięgłe) into Polish. You do not have to find a translator or arrange this yourself: the sworn translation is my side of the work as your firm - what I need from you is the original, in the best form you can get it. The sworn translator works from that original. If it is natively electronic - not a scan of a printout - it travels by email and the step collapses to a day. If it is paper, you are couriering hard copies, and that is where a week can quietly disappear.

What this means for you

The real bottleneck is not apostilles. In my practice an apostille is almost never needed to vote the resolutions, so the group’s job is narrower than the folklore: sign a written power of attorney the right way, and get me an official - ideally electronic - extract proving representation, or a notary’s certificate where no register exists; the sworn translation into Polish is my side of the work, not yours. Do that with electronically signed documents and the paperwork moves in days by email. Do it on paper, from a jurisdiction that is slow to issue an official extract, and the extract, not the merger, sets your timetable.

Once I hold the power of attorney and the proof of authority, the process is mine. I act for the companies as their attorney-in-fact and take the rest through to the registry court.

Watch out

  • “Electronically signed” is not the same as a QES. A standard e-signature product that is not eIDAS-qualified will not do. Confirm the tier before you sign.
  • No facsimiles, no pasted-in signatures. Written form means a real signature - pen or QES.
  • Do not name a Polish board member as proxy - the law rules them out; use your Polish lawyer.
  • A US LLC will not have a register extract. Plan for a notary-certified power of attorney instead, and build in the notarisation.
  • Scans of printouts are not electronic originals for the sworn translator - send natively electronic files, or post the paper originals early.

Next steps

  1. Decide who casts the vote - in practice, your Polish lawyer as proxy.
  2. Confirm your signing method: wet-ink, or an e-signature you have verified is eIDAS-qualified.
  3. Sign the power of attorney under your own rules of representation.
  4. Obtain an official extract showing your representatives and manner of representation - electronic if you can - or, where there is no register, a notary-certified power of attorney.
  5. Send natively electronic documents by email; otherwise post the paper originals early (the sworn translation is on us).
  6. Hand the signed power of attorney and the proof of authority to your Polish lawyer, who runs the rest.