Cross-Border Mergers

GJW Gramza i Wspólnicy advises on cross-border mergers within group structures and reorganisation transactions involving companies from different jurisdictions. We support clients in designing the merger model, preparing complete corporate and registration documentation, and coordinating activities with local counsel, so that the process complies with Polish corporate law, registration requirements, and standards of protection for shareholders and creditors. We act in accordance with EU directives and the Polish Commercial Companies Code, while also taking into account the sector-specific characteristics of the entities involved in the merger.

A cross-border merger is a multi-stage process in which success depends on the correct sequence of resolutions and announcements, a properly prepared merger plan, consistency of documents across several legal systems, and the management of risks relating to representation, creditor protection, the rights of minority shareholders, and the continuity of contracts and permits. We provide support from the planning phase through registration and the organisation of the merger’s legal effects.

Comprehensive legal support in cross-border mergers

The scope of our services includes in particular:

• analysing the feasibility and conditions for carrying out a cross-border merger,

• selecting and structuring the transaction model: merger by acquisition / merger by formation of a new company, intra-group mergers, simplified procedures (where permitted),

• preparing or reviewing the merger plan and its appendices (including elements relevant to shareholders, creditors, and employees),

• preparing complete corporate documentation: draft resolutions, amendments to the articles of association/by-laws, corporate documents, powers of attorney, and signature standards,

• handling the process of notifications and announcements as well as the formal steps required at each stage,

• support in the area of creditor protection (risk analysis, security procedures, communication with key counterparties),

• advice on the rights of minority shareholders and mechanisms for reducing disputes (the right to demand a buy-out/compensation, depending on the model and the applicable law),

• coordinating employment-related issues connected with the merger (including information and consultation obligations, impact on employee representation, to the extent relevant to the process),

• preparing and conducting proceedings before the National Court Register (KRS) (applications, appendices, consolidated texts, correspondence with the registry court),

• analysing the effects of the merger on ongoing operations: continuity of contracts, permits, licences, security arrangements, and corporate guarantees (from the corporate and contractual perspective),

• managing the transaction timetable and closing conditions, including pre-closing / closing / post-closing checklists,

• support in disputed situations: challenging resolutions, shareholder disputes, creditor claims — in the corporate law aspect.

Cross-border mergers require a combination of expertise in corporate law, business reorganisations, and practical knowledge of corporate and registration procedures conducted in more than one country. Proper planning of the entire process, protection of ownership interests, and ensuring compliance of the planned steps with the applicable formal requirements are of key importance. For this reason, we handle every matter with due regard to its legal, business, and international context.

Representation before registration authorities

Our lawyers, who have experience in handling corporate law processes, carry out with due care all actions necessary to register the merger in the National Court Register, including securing pre-merger certificates confirming the legality of the cross-border merger. On behalf of our clients, we conduct correspondence with both public authorities and foreign entities, ensuring the proper course of the merger process and registration in the relevant registers. In the event of a refusal, we act in appeal proceedings and file the appropriate legal remedies.

Our approach

We work in a process-driven and project-based manner: we organise the sequence of actions, ensure the completeness of documentation in both (or several) jurisdictions, and minimise registration risks that most often delay the completion of the merger. We manage the process using measurable tools: a timetable, a responsibility matrix, aligned document versions, and control of formal requirements at every stage.

The result is a merger that is not only legally compliant, but also operationally efficient, taking into account the interests of shareholders, creditors, and the continuity of the company’s business after registration.