17 articles
Reorganising Polish subsidiaries
Somewhere in most groups that have been in Poland for a few years there is a company nobody needs any more, or a business line that belongs in a different one.
The articles below take you through the Polish side of fixing that - a merger, a demerger or a move across the border: how long each route takes, what the parent has to sign, and what the registry court checks before anything is registered. Each one stands on its own, so you can forward a single link.
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Merger, demerger or conversion? The right tool for a Polish subsidiary
Merger, demerger, conversion, share deal or liquidation: which one fits your goal for a Polish subsidiary, and where you actually have a choice.
Mergers
How long a merger takes, the simplified routes for a subsidiary and for sister companies, and when you need an auditor.
How long does a merger of two Polish sp. z o.o. take?
About three months from readiness to registration, two of them on the statutory clock. What decides your timetable is the preparation before the plan.
The simplified merger of a Polish subsidiary into its parent
A Polish parent can absorb a wholly-owned subsidiary without an auditor's report or its own resolution. What the simplified route drops and what stays.
Merging Polish sister companies without issuing new shares
Since 2023 two Polish companies under one owner can merge with no share exchange and no auditor - and a 2025 tax change finally made the route usable.
Do you need an auditor's opinion on a Polish merger?
In most intra-group Polish mergers you lawfully skip the expert's opinion on the merger plan - three routes, one trap, and what "auditor" really means.
What goes in a Polish merger plan - and what is boilerplate
A Polish merger plan has a fixed statutory minimum (Art. 499 KSH): what each item means, which one is really yours to decide, and what is just boilerplate.
Demergers
Carving a business out of a Polish company: spin-off or separation, and what each route gives you.
Spin-off or separation: two ways to carve out in Poland
Two partial demergers move a business line into a new Polish company while the original keeps trading - spin-off vs separation, and when to use each.
How long does a Polish demerger really take?
Four to six months for a clean intra-group spin-off: three statutory clocks running in parallel, the ways to drop the expert, and what adds time.
Conversions
Changing the legal form of a Polish company, for example from sp. z o.o. to S.A., and why a group would do it.
Converting a Polish sp. z o.o. into a joint-stock company (and back)
Same company, new form. What converting a Polish sp. z o.o. into an S.A. adds - auditor, PLN 100,000 capital, supervisory board - and in what order.
Converting a Polish partnership into a sp. z o.o.
A Polish partnership can become a sp. z o.o. without winding up. Who must vote, the standard and short routes, the 3-year liability tail, PCC.
Cross-border reorganisations
Mergers and other reorganisations that cross the Polish border - what changes when one of the companies is foreign.
Merging a Polish subsidiary into its foreign parent
A wholly-owned Polish sp. z o.o. can merge straight up into its EU or EEA parent. The simplified route, the 2023 pre-merger certificate, creditors and tax.
Common to every reorganisation
Whichever route you take: what the foreign parent signs, what the registry court checks, and what transfers - and what does not.
Is a Polish merger tax-free? What to check before you sign
A Polish merger is tax-neutral only if statutory conditions are met - tightened in 2022. The questions to put to your Polish tax adviser before you sign.
What a foreign parent signs in a Polish merger or demerger
What a foreign shareholder approves in a Polish merger or demerger, the form it must take, and why an apostille is almost never needed to vote.
What the Polish registry court checks in a merger or demerger
A Polish registry court reviews a merger or demerger for legality, not commercial merit. What it checks, what it ignores, and how to get a clean entry.
What transfers in a Polish merger or demerger - and what doesn't
In a Polish merger almost everything passes by law; in a demerger only what the plan allocates. What that means for contracts, permits, employees and tax.
Can creditors block a Polish merger or demerger?
No. Polish law gives creditors of a merging or dividing company a right to be paid or secured, never a veto. What to handle early: your loan covenants.
Exits and group deals
Closing or selling a Polish company, and the clearances a group deal can trigger.
Closing a Polish company: how long liquidation takes, and the cost
Winding down a Polish sp. z o.o. is a formal liquidation with a six-month floor you cannot cut. The real timeline, the cost, and the faster alternatives.