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Corporate transformation

Analyzing the Purpose of Company Transformation

We provide assistance in identifying the needs of the company (and its partners/shareholders) and assessing the legitimacy of its transformation. We verify whether the planned actions will impact the corporate management model and whether they will streamline its operations. We tailor transformation proposals to economic risks, and our analyses also take into account the tax consequences of the planned actions. As part of the legal opinions we prepare, we analyze alternatives to company transformation – e.g., its liquidation, amendment of the articles of association, or a merger with another company.

Types of Transformations

We carry out all types of corporate transformations provided for by Polish law. Our assistance includes the conversion of a civil law partnership into a registered partnership, the transformation of a specific commercial company into another commercial company, and the conversion of a sole proprietorship into a single-member capital company. The legal assistance we provide also covers actions aimed at removing obstacles to company transformations, including the completion of liquidation, restructuring, or bankruptcy processes.

Drafting Transformation Documents

We draft all types of documents necessary for the effective execution of the transformation procedure. Our services include, among others, assistance related to the preparation of the company transformation plan, the resolutions necessary for the transformation, the draft articles of association or statutes of the transformed company, and assistance in preparing financial statements. As part of our support, we assist companies in obtaining the necessary opinions from statutory auditors, as well as tax information and documents.

Negotiating and Concluding Agreements

The GJW Law Firm provides comprehensive support at the negotiation stage regarding the terms of the transformation and its effects. We support the company in reaching an agreement among partners/shareholders, which includes determining the value of future shares, the content of the new company’s articles of association or statutes, and the valuation of the company’s assets. We implement proven models of relations between the company’s governing bodies. We advise on the legal relationships connecting the company with contractors and employees, as well as on matters related to the impact of the transformation on these relations.

Comprehensive Support for the Transformation Process

We make every effort to ensure that the transformation process affects the liquidity of the transformed enterprise’s day-to-day operations as little as possible. We support the company in conducting shareholders’ meetings and, if necessary, participate in the meetings of management and supervisory boards. We obtain necessary documents from public authorities and fulfill information obligations on behalf of the company. We take actions aimed at removing any obstacles preventing the successful completion of the transformation process.

Representation Before the Registry Court and Other Public Authorities

We represent the company in registry proceedings before the court and in proceedings before other public authorities. We prepare the necessary applications and file appeals in the event of rulings unfavorable to our clients. We also provide legal assistance in cases concerning the annulment or declaration of invalidity of transformation resolutions, as well as in matters regarding the liability for damages of persons acting on behalf of the transformed company.

Paulina Meller-Kmiecik How can we help?