Corporate law

Commercial law significantly affects the ways in which companies operate. It also has a great impact on management effectiveness and security. Corporate law regulations are oftentimes very complex and it may prove rather troublesome to apply them in a manner that is both correct and practical from the viewpoint of business entities. At the same time, wrong application of commercial law may create various risks for companies and their managements alike.

Professional legal advisory services in the scope of corporate law will allow you to organise and conduct your business dealings effectively and in a manner that will mitigate the legal risks run by the executives and the shareholders of the company, and the company as a whole.

In response to our Clients’ needs, Deloitte Legal office would like to offer comprehensive legal services in corporate law.

Scope of services

Our advisory services cover inter alia:
- in the scope of corporate law:

• Advisory on starting new business in Poland, especially assistance with selecting the legal form that will be best for the intended business activity,
• Advisory on establishing companies with Polish or foreign capital,
• Advisory on creating branches and representative offices of foreign enterprises in Poland;
• Preparation of draft deeds and articles of companies and partnerships established in Poland;
• Preparation of draft documents required to found a company/ branch/ representative office in Poland;
• Drafting and filing with the relevant authorities of Clients’ applications for registration of new entities;
• Drafting by-laws for bodies of the company and other internal regulating documents;
• Advisory in the scope of amendments to deeds and articles of companies and partnerships, especially in respect of changes in the share capital amount, authorisations of the company’s bodies and shareholders, business undertaking, etc.;
• Ad hoc advisory on the corporate aspect of the activity of the enterprise, especially preparation of draft resolutions to be adopted by company’s bodies, support during shareholders’ meetings, etc.;
• Representation of clients before registry court in proceedings for registration of modifications to entries in the register of entrepreneurs;
• Support in setting up foreign entities e.g.: Cypriot, Luxemburg, Netherland or German and branches as well as subsidiaries abroad.

- in the scope of mergers, divisions, transformations and liquidation of entities:

• General legal advisory on restructuring processes, also in respect of cross-border mergers;
• Analysis of the legal standing of entities to be subject to restructuring in order to identify the issues that may prove significant in the restructuring process;
• Preparation of draft documents required in restructuring processes, e.g. resolutions of company’s bodies, representations by members of those bodies, etc.
• advisory and representation in proceedings regarding entering transformation, division and merger into the register of entrepreneurs (drafting and filing for the client of entry applications and documents required during the procedure, making the legally required announcements, etc.;
• advisory to liquidated entities on activities that require contacts with the registry court (drafting and filing for the client entry applications, liquidation documents, etc.);
• advisory on liquidation activities (drafting contracts, etc.).

If you decide to use our services, you can expect:

• efficient and functional organisation of the corporate aspect of business activity;
• direct access to advice and expertise of experts specializing in various areas of law;
• legal security of restructuring transactions;
• multidisciplinary approach to restructuring projects, including, if required, advisory services in respect of foreign laws.

Why are we different?

• We have comprehensive knowledge and expertise;
• We provide top quality services tailored to individual Client’s needs;
• We are genuinely open to the expectations of our Clients;
• We give commitment to our work;
• We ensure availability of assistance of foreign legal offices associated with Deloitte.

Selected projects

Below we present a brief description of selected restructuring projects that have been carried out recently by Deloitte Legal:

• Advisory on liquidation of a property company
• We provided advisory services in the process of liquidating a property company. In particular, we prepared a legal analysis of the legal status of the company in view of the intended liquidation, we drew up drafts of the required documents, applications, etc.
• Advisory in the process of transformation of a limited liability company into a limited joint stock partnership
  We provided legal advisory in the process of transformation – specifically, we prepared drafts of the required documents, applications to be submitted to authorities, etc.
• Advisory in the process of merging limited liability companies from the pharma sector
  We provided legal advisory services in the merger process – specifically, we prepared drafts of the required documents, applications to be submitted to authorities, etc.
• Advisory in a cross-border merger of companies
  We provided legal advisory services in the merger process – specifically, we prepared drafts of the required documents, applications to be submitted to authorities, and we advised the client on the merger consequences arising in the scope of the labour law.
• Advisory in the process of restructuring based on an investment fund
  We provided legal advisory services in transformation of related companies into partnerships and establishment of a holding with the use of an investment fund.
• Advisory in the process of making a non-cash contribution of an enterprise to a company
  We provided legal advisory services to a company operating within the machines and equipment sector in preparing the scope of draft documents (resolutions, contracts) required to increase the share capital and make a non-cash contribution of an enterprise to the subsidiary.