After the death of a business owner, the company may continue to operate — until inheritance matters are finalized — under the authority of a successor administrator. But is the person holding this position personally liable for the company’s debts? A successor administrator can be appointed by the entrepreneur during their lifetime or, after death, by the heirs. Acting in this role, the administrator continues the operations of the deceased’s business... Read more

In practice, shareholders of a limited liability company (sp. z o.o.) frequently transfer their shares — either by selling them or through a donation. But what legal form must be observed for such a transaction to be valid and binding? The sale of shares is explicitly regulated in Article 180 of the Polish Commercial Companies Code (k.s.h.). According to this provision, a share transfer requires written form with notarized signatures... Read more

Shareholders of many limited liability companies (sp. z o.o.) make decisions on approving financial statements and distributing profits. But how should dividend entitlements be correctly determined, and when should the payment be made? As a rule, shareholders who hold company shares on the day the resolution on profit distribution is adopted are entitled to receive a dividend for the given financial year. However, the company’s articles of association may... Read more

The death of a shareholder often causes serious issues in the functioning of a limited liability company (sp. z o.o.), creating uncertainty about the company’s future. But can such complications be avoided by including appropriate provisions in the articles of association? Changes in the shareholder structure or the need to pay out heirs may lead to difficulties, including financial strain. That’s why the rules of share inheritance should... Read more

It sometimes happens that partners in a limited partnership (spółka komandytowa) decide to switch their roles. A limited partner agrees to become a general partner, while the current general partner opts to become a limited partner. But how can such a change be made? In a limited partnership, at least one partner — the general partner — bears unlimited liability for the company’s obligations toward creditors. At the same time, at least one partner has limited liability — the limited partner. Such a role reversal... Read more

In practice, partners of a general partnership sometimes conclude that running the business as a limited partnership would be more beneficial. Is it possible to carry out such a transformation in a simplified manner? The Polish Commercial Companies Code allows for this option. The transformation procedure ensures continuity of the general partnership’s rights and obligations, which means there is Read more

Entrepreneurs in financial trouble often do not qualify for simplified restructuring tools, such as proceedings for approval of an arrangement or accelerated arrangement proceedings. Can they still restructure their debt in another way? For such businesses, arrangement proceedings (postępowanie układowe) may offer a lifeline. This procedure serves as an alternative to declaring bankruptcy and creates an opportunity to preserve the business. Read more

An entrepreneur is often unable to meet their obligations to creditors for a period of time. At the same time, they may have an idea for getting out of trouble and need immediate court protection against enforcement actions by bailiffs. Is it possible to obtain such protection? This possibility is offered by simplified arrangement proceedings. They usually last from two to four months. A condition for initiating the process is a situation in which… Read more

When a sole proprietor passes away, it often creates serious challenges for their family, employees, and business partners. So what can be done to prevent the company from shutting down in such a situation? The solution is to appoint a successor administrator (zarządca sukcesyjny), which allows the business to continue operating despite the owner's death. This option is provided for in the Polish Act on the Succession Management of a Sole Proprietor’s Business. Read more

In practice, it often happens that entrepreneurs, even with relatively small debts, are temporarily unable to repay them. In such cases, it is often recommended to initiate proceedings for approval of an arrangement. What does this procedure involve? It consists in the indebted entrepreneur reaching an arrangement with their creditors. However, before that can happen, it is necessary... Read more