If you are planning a carve-out, the date that matters is the day the business line actually sits in the receiving company. A Polish demerger (podział) will not let you set it. Three statutory clocks run towards a shareholder resolution, then the file goes to a registry court - and the court’s entry, not the resolution, moves the business. In my practice, a clean spin-off between two group companies with a single ultimate shareholder, no regulated permits and no cross-border element takes four to six months from the signed plan to registration.
This article follows the most common case, a demerger by spin-off (podział przez wydzielenie): a business line moves from a subsidiary into a sister company or a new one, and the subsidiary’s shareholders - typically just the parent - take the shares in the recipient. The subsidiary is the company being divided (spółka dzielona); the recipient is the acquiring company, or the new company. Choosing between the partial demergers is covered in Spin-off or separation.
Three clocks that run in parallel
Three minimum periods must run before the shareholders vote. They run side by side, so the longest one decides:
| Clock | Minimum | Starts with | Can it be dropped? |
|---|---|---|---|
| Publication of the plan | 6 weeks before the first resolution | Publication in the Court and Commercial Gazette (MSiG), or on the company’s own website for the whole period | No |
| Examination by a court-appointed expert | Up to 2 months from the expert’s appointment | Joint application of the companies to the registry court of the company being divided | Usually - see below |
| Notice to shareholders and access to documents | First notice 6 weeks before the meeting, second at least 2 weeks later; documents open for 1 month | The first notice | No - but it fits inside the six weeks |
In plain terms: if the expert stays in, the critical path is six weeks of publication or the expert’s appointment and opinion, whichever ends later. For precision: the two-month limit runs from the appointment; the appointment itself has no deadline, and that is where time leaks. During the final month, shareholders can inspect the plan, three years of financial statements, the reports and the expert’s opinion, at the company’s premises or on its website. The sequence is in Art. 533–542 of the Commercial Companies Code (Kodeks spółek handlowych, “KSH”).
The court-appointed expert - and two ways to do without one
By default, the registry court of the company being divided appoints a court-appointed expert (biegły) to examine the plan, above all the share-exchange ratio. This is not the statutory auditor (biegły rewident) who signs off your accounts; the mechanics mirror a merger - see Do you need an auditor’s opinion on a Polish merger?
Unanimous consent (Art. 538¹ § 1 KSH). If every shareholder of every company taking part agrees in writing before the plan is filed, the expert goes, together with the accounting statement attached to the plan and the board-to-board updates on changes in assets. Treat the consent as final once given. The management board’s report explaining the demerger stays - on this point Polish law is stricter for demergers than for mergers. With a single ultimate shareholder, this is one signature.
Spin-off into a new company (Art. 538¹ § 2 KSH). If the recipient is formed in the demerger and every shareholder keeps the same percentage in it - automatic with one shareholder - the statute drops the expert, the accounting statement and the report, with no consent needed. The wording speaks of demergers by formation of new companies; Polish commentators broadly read it as covering a spin-off into a new company too, but not once any assets go to an existing company. The cautious route is to prepare the report anyway.
Two limits. With a joint-stock company (S.A.) as the recipient, dropping the expert brings in a statutory-auditor valuation of the assets instead (Art. 538¹ § 3 KSH) - the expert is replaced, not removed. And the route without a resolution of the company being divided (Art. 550¹ KSH) needs the acquiring companies themselves to own all its shares, so it does not fit where the parent owns the subsidiary.
The resolution - and the entry that actually moves the business
The resolution needs three-quarters of the votes, representing at least half of the share capital (two-thirds in a public joint-stock company), and is recorded in a notarial deed (Art. 541 KSH); each management board files it with its registry court. In a spin-off the entries then follow in this order:
- Unless the carve-out is covered from equity other than share capital, the reduction of the share capital of the company being divided is registered.
- The court enters the share-capital increase of the acquiring company, or the new company. That entry is the day of the spin-off (dzień wydzielenia): what the plan allocates moves on that day (Art. 530 § 2 and 542 § 4 KSH) - see what transfers, and what doesn’t.
The company being divided stays on the register. Only in a full demerger does the court strike it off, and then that day is the demerger date. Your deadline is the court’s entry, not the meeting.
Challenges, buyouts and creditors: what does not stop the clock
A shareholder has one month from the resolution to sue to set it aside or have it declared void (Art. 544 KSH). Filing does not suspend registration by itself; the registry court may suspend its proceedings after a hearing, and the court hearing the claim may grant interim relief. A domestic demerger has no special order allowing registration while a claim is pending - a cross-border one does.
A shareholder who gets worse terms in the recipient and objects to the plan within two weeks of its publication can demand a buyout within three months of the demerger (Art. 541 § 5 KSH): a cash item for later, not a hold on registration. Creditors can ask for security but have no veto - see Can creditors block a Polish merger or demerger?
What usually adds time
The statutory clocks are the floor; time is added outside them. Permits pass with the business line unless a statute or the decision itself says otherwise (Art. 531 § 2 KSH), so each one is checked; for a financial institution the authority can object within one month of the plan’s publication (Art. 531 § 6). Real estate moves on the day of the spin-off, but the land register follows only if the documents meet its form rules - something decided before the plan is signed. Employees of the business line move by law, and they - or, where there is a trade union, the union - must be informed at least 30 days before the transfer (Art. 23¹ of the Labour Code). And a tax ruling on whether both parts are an organised part of an enterprise (ZCP) runs on its own clock - a question for your Polish tax adviser; see the tax questions to settle before signing.
What this means for you
Plan on four to six months from the signed plan for a clean intra-group spin-off without the expert, regulated permits or real estate; anything from the previous section comes on top. A domestic merger is shorter, partly because its plan needs one month of publication rather than six weeks - see How long does a merger of two Polish sp. z o.o. take? Plan around the court’s entry, not the meeting.
Watch out
- Consent before filing. Once the plan is filed with an application for an expert, that clock is running.
- Six weeks is a minimum, not a target. A resolution taken a day early can be challenged.
- Real estate: settle the form first. Either the plan carries notarised signatures, or the properties are listed in the demerger resolution - otherwise the land register will not follow.
- The recipient must be ready on a day you do not choose. Tax number (NIP), VAT registration and bank accounts live by the day of the spin-off - the court sets that day.
Next steps
- Choose the recipient: a new company or an existing sister.
- Draft the plan; if real estate moves, settle its form.
- Collect the written consents to drop the expert, where that route applies.
- File and publish the plan; send the first notice to shareholders.
- Open the documents for one month; send the second notice; inform the employees who move (or their trade union) at least 30 days ahead.
- Hold the meeting, record the resolution in a notarial deed, and file it.
- Track the entries to the day of the spin-off; then apply for publication of the demerger, update the land register and deal with any buyout demand.