FAQ – ready-made Polish limited liability companies (spółka z o.o.)

Below you will find answers to the most frequently asked questions regarding the purchase of a ready-made Polish limited liability company (spółka z o.o.).

What is a ready-made Polish limited liability company (spółka z o.o.)?

Ready-made Polish limited liability company is an entity already registered in the National Court Register (KRS) that have not performed business activity. Such company has a full legal personality, KRS number, Tax Identification Number NIP and National Official Business Register Number REGON. It is created for those who wish to start their business activity promptly, without the necessity to go through a registration process. After it is purchased, the company is adjusted to the needs of a new owner.

What are the differences between a ready-made company and a company established from scratch?

The main difference is time – a ready-made Polish limited liability company is already registered and may be taken over in a truly short time. A company established from scratch requires the completion of the entire process of registration, which can take from a few days to a few weeks. When purchasing a ready-made company, one may avoid formalities connected with the first registration in the National Court Register. This lets the entrepreneur start their business activity faster.

For whom purchasing a ready-made Polish limited liability company is the best solution?

Purchasing a ready-made company is particularly beneficial for those entrepreneurs that do not want to waste time and strive to enter the market as soon as possible. This solution works well when one wants to promptly enter into a contract, participate in a tender or simply start business activity immediately. Ready-made companies also attract foreign entities and investors wishing to start a new business project in Poland. It is a great option for those who value comfort and legal safety.

What are the main advantages of purchasing a ready-made company?

The greatest advantage is saving time and being able to perform business activity immediately. The purchaser does not need to get involved in registration procedures and formalities connected with the establishment of a company. Ready-made Polish limited liability companies are verified with regard to their legal and organizational standing. Additionally, one law firm may take care of the entire process comprehensively.

Is purchasing a ready-made company legal and safe?

Purchasing a ready-made Polish limited liability company is legal and common among business transactions. Its safety is contingent on conducting a transaction in accordance with applicable law and diligent verification of the purchased company. The law firm provides adequate contractual and formal securities. Therefore, the risk for the purchaser drops to zero.

How fast can business activity be started after purchasing a ready-made company?

Actually, business activity can be started immediately after the execution of an agreement and recording the change of ownership. In every case business activity can be started on the day the company is purchased. The court must make an update of all the necessary information in the National Court Register, but the company may operate normally even before it is completed. The key is to quickly take over the management of the company.

What does the process of purchasing a ready-made company look like step by step?

The process starts with choosing the right company from those offered by the law firm. Then, share purchase agreement is executed and resolutions on the changes in the Management Board and other company information are adopted. The next stage involves filing the new information with the National Court Register. The entire process is navigated by the law firm in an orderly and safe manner.

Does purchasing a ready-made company require going to a notary?

Yes, purchasing shares of a Polish limited liability company requires a written agreement with signatures certified by a notary. Hence, it is necessary to go to a notary to effectively transfer the ownership of shares. The law firm takes care of the procedure and prepares required documents. Thanks to that, the entire process is smooth and lawful.

How long does it take to change the shareholders and Management Board?

The change of the shareholders and Management Board takes place on the day the share purchase agreement is executed. Registering such changes with the National Court Register usually takes from a few days to a few weeks, depending on the court. However, pursuant to applicable law, the Client may perform business activity as soon as the share purchase agreement is signed. A formal entry into the National Court Register is purely declaratory, i.e., it confirms the legal status that already exists.

How soon is the company able to issue invoices and enter into contracts?

The company may issue invoices and enter into contracts as soon as it is taken over by new shareholders and the Management Board they appoint. The key is for the company to have an active Tax Identification Number NIP / VAT and a bank account. Record in the National Court Register or lack thereof is not an impediment to conducting business activity. This is why business activity does not have to be delayed.

Can a ready-made company have hidden liabilities?

A ready-made company prepared by professionals does not have any liabilities or operational history. The law firm fully verifies the company before it is sold. Additionally, contractual provisions are introduced that secure the interests of the purchaser. The risk of hidden liabilities drops practically to zero.

How to check the history and “purity” of a ready-made company?

The history of such company is verified by way of checking accounting and tax documents as well as records in public registers. The verification includes confirming the lack of operational activity and liabilities. The law firm provides comprehensible information before the transaction. This gives the purchaser full transparency.

Does a ready-made company have trading or tax history?

As a general rule, a ready-made company has neither conducted business activity nor generated revenue. Thus, it has no tax or trading history. Such companies are created solely for the purpose of being sold at a later date. Thanks to that, a new owner starts with no history whatsoever.

Does purchasing a ready-made company entail a risk of fiscal control?

The purchase of a ready-made company in itself does not increase the risk of a fiscal control. Such controls stem from the very fact of conducting business activity, not from the way the company was acquired / taken over. It is important to make sure that accounting after the purchase is done right. The law firm informs the purchaser about tax obligations of the company.

How does the law firm secure the interests of the purchaser?

The law firm prepares agreements with appropriate provisions, representations and guarantees on the part of the seller. Every company is verified with regard to its legal and financial status. The purchaser receives documents confirming a lack of liabilities. The entire process takes place in accordance with applicable law.

How much does a ready-made Polish limited liability company cost?

The price of a ready-made company depends on many factors. Most frequently, the price includes the costs of registration, legal service, consideration for the seller and the amount of company’s share capital. An exact cost estimate is prepared individually for each case. The law firm provides transparent costs with no hidden charges.

What influences the price of a ready-made company?

The price depends on the factors such as the age of the company, the scope of performed formal transactions and additional services. The amount of share capital and need to register as a VAT taxpayer also contribute to the price. The more “complete” a company is, the higher the price. Every offer is adjusted to the needs of a client.

Does a ready-made company have share capital?

Yes, every Polish limited liability company has share capital, as required by applicable law. It cannot be less than PLN 5,000. The capital is brought in pursuant to the provisions of the Polish Code of Partnerships and Companies. The information about it can be found in corporate and financial documents of the company.

Can a ready-made company already be a VAT taxpayer?

It is possible to purchase a ready-made company that is already a VAT taxpayer. However, it requires certain conditions to be met and additional formalities to be completed. The law firm advises on VAT registration. This lets the company start their business activity subject to VAT more quickly.

Can you purchase a ready-made company with a bank account?

Yes, it is possible to purchase a ready-made company that has an active bank account. In practice, a bank requires that information be updated after the Management Board is changed. The law firm assists in procedures at the bank. It makes the entire process smooth and fast.

Is it possible to change the (business) name of the company after it is purchased?

Yes, it is possible to change the name of the company after it is purchased. It requires adopting a resolution and filing information about it with the National Court Register. It is a standard procedure and requires no break in the operation of the company. The law firm is responsible for the preparation of all documents.

Can the object of activity (PKD) be changed?

The change of the object of activity is possible. However, in most cases it requires the amendment of Articles of Association and reporting the change with the National Court Register. Thanks to that fact, the company may be adjusted to the needs of any industry. This process is fast and safe.

Can a ready-made company be adjusted to a particular industry?

Yes, a ready-made company may be fully adjusted to the needs of a particular industry the purchaser plans to operate in. It involves the object of activity (PKD), company’s name, or its management. The law firm provides support when it comes to compliance with legal provisions pertaining to the industry in question. It makes the company completely ready to operate.

Can a foreigner purchase a ready-made Polish limited liability company?

Yes, foreigners can purchase ready-made Polish limited liability companies. There are cases in which additional documents may be needed for this purpose. The law firm takes care of the entire process for foreign clients as well. Comprehensive legal service is provided.

Does purchasing a ready-made company require a Polish address?

The purchaser is not required to have a Polish address of residence. It is only the acquired Company that has to have its registered office in Poland. The law firm may assist in providing a so-called registered address. This solution is particularly beneficial for foreigners.

What documents are given to the purchaser after the transaction?

The purchaser receives a full set of corporate and financial documents of the company. It includes Articles of Association, resolutions, registration documents, declarations, as well as financial statement for the day the shares are transferred. The purchaser also receives a complete set of accounting documents. Every document is prepared in a way that allows the company to continue its operation.

Does the law firm provide further legal service for the company?

Yes, the law firm may provide permanent legal service for the company after it is purchased. The legal service includes amending the documents, drawing up, or reviewing agreements, corporate service of the company, as well as legal and tax advice. The client may rely on support at every stage of their business activity. The scope of cooperation is established individually in every case.

Can the law firm assist with accounting after the company is purchased?

Yes, the law firm also provides comprehensive accounting and HR services. Proper accounting from the first day of business activities is vital. Thanks to the support of our specialists, the company meets all the tax requirements from the beginning of its operation. This solution makes business activity even safer.

What happens if changes in the Management Board are to be introduced after the company is purchased?

The Management Board may be changed at any time. It requires adopting appropriate resolutions and filing the information with the National Court Register. The law firm prepares all the documents necessary for such changes. The process is simple and fully legal.

Is the law firm responsible for the purchased company?

The law firm is responsible for the legality and reliability of the purchased company as well as its complete and lawful documentation. Contractual provisions are introduced to secure the interests of the Client. Every company is sold in accordance with applicable law. Thanks to that fact, the purchaser is certain that the transaction is 100% safe.