Business reorganisation in Poland
/ Consulting Services in Poland
Business reorganisation in Poland
Business reorganisation in Poland
Company conversions, mergers, demergers, contributions in kind and succession — handled from a legal, tax and accounting perspective.
Changing a company's legal form, a merger, a demerger or a contribution in kind affect the ownership structure, tax settlements and day-to-day accounting all at once. We help Polish and foreign-owned companies plan and carry out these processes so that the chosen option is legally sound and tax-efficient — from the analysis of variants through to the settlements after the change.
Planning to reorganise a company or a capital group? Start with an analysis of the options before you make the decision.
Why it matters
Why business reorganisation needs careful preparation
Reorganisation is more than choosing a new legal form. What determines a successful process is the consistency of three areas at once: legal (documentation, registration, obligations towards the National Court Register), tax (neutrality or consequences under CIT and PIT, continuity of settlements, the risk of a challenge by the authorities) and accounting (valuation, closing and opening of the books, financial reporting).
This becomes even more important in group and cross-border structures, where the same rules — the Commercial Companies Code, the tax acts and EU law — have to be applied together, and where the timetable and internal approvals depend on the tax and legal consequences being established correctly in advance.
For foreign-owned companies and capital groups, reorganisation is therefore a strategic matter and an area of risk management, not merely a question of formal compliance.
Not sure which form of reorganisation is the safest for your company?
Request an analysis of the options
Our approach
Why choose getsix for business reorganisation
We treat reorganisation as a business decision with legal and tax consequences, not as a single registration task. We start from the context: the owners' objective, the current structure, the plans and the tax environment. Only on that basis do we outline the possible scenarios and recommend the option that provides security, tax efficiency and sound governance after the change.
We combine tax advisory, legal and corporate support (company law) and accounting services within one team, and for cross-border processes we draw on the international HLB network. As a result, we do not leave you with the decision alone — we run the process through to the settlements and ongoing support in the new structure.
Do you need a recommendation based on your situation rather than a general outline of the rules?
Talk to an adviserHow we work
How does working with getsix® look?
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01
You describe the need
You tell us the situation and the goal of the reorganisation in a short email or through our contact form »
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02
Consultation
We arrange a call to discuss the possible options and their legal, tax and accounting consequences.
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03
Proposal
We prepare a proposal and scope of work based on the order form.
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04
Delivery
We carry out the process and, once it is complete, take over the ongoing support for the new structure.
Scope of support
What we offer in the area of business reorganisation
We support clients both in single processes and in multi-stage reorganisations of capital groups. Our offer is aimed at companies that want to assess the consequences before the decision, as well as at those that have already started the process and need to carry it out safely to the end.
- analysis and choice of the optimal legal form,
- assessment of tax consequences under CIT and PIT,
- preparation of the process documentation,
- tax plan and timetable of actions,
- support in the registration proceedings (KRS),
- closing and opening of the books, reporting,
- structuring of capital groups,
- ongoing support after reorganisation.
Where we help most often
Reorganisation brings together company law, tax and accounting. We run the process so that the chosen option can be defended in the event of an audit, and so that the company can operate smoothly from day one after the change.
Detailed scope
Our key service areas in business reorganisation
Each of these processes has a different legal course and different tax consequences. We match the option to the business objective — and run it comprehensively: legally, for tax and for accounting.
01
Company conversions
A change of legal form with continuity of the business — conversion into a limited liability or joint-stock company, into a general partnership, as well as conversion of a civil-law partnership. We advise on the legal, tax and accounting aspects and coordinate the whole process.
02
Sole proprietorship into a company
Conversion of a sole proprietorship into a limited company — with continuity of rights and obligations (succession). We provide legal, tax and accounting advice, as well as ongoing formal support after the conversion.
03
Mergers of companies
Legal, tax and accounting support at every stage of a merger — from the analysis and preparation of documentation, through the merger plan, to representation in the registration proceedings and the formal steps.
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Demergers of companies
Division by acquisition, by forming a new company or by separation (spin-off). We analyse the consequences, prepare the documentation and the demerger report, and represent you in the registration proceedings.
05
Contributions in kind
Support with contributions in kind — of an enterprise, its organised part (going concern) or individual assets. We assess the tax consequences, prepare the process documentation and handle the formal steps after the contribution.
06
Cross-border processes
Cross-border conversions, mergers and demergers of companies — available under Polish law since the 2023 amendment to the Commercial Companies Code. We run the process drawing on the international HLB network.
Have a reorganisation plan that needs to be classified correctly for legal and tax purposes?
Commission an analysis of the processBusiness succession
We help plan and carry out the handover of a business — to family members, employees or an external investor. We put the ownership structure and legal form in order so that succession happens safely for the business and its continuity.
Tax advisory in reorganisations
We assess the tax consequences of conversions, mergers, demergers and contributions in kind — including tax neutrality, continuity of settlements and the risk of a challenge. We select the option that is tax-efficient and defensible in the event of an audit.
What else we can do
Related services
Reorganisation rarely operates in isolation from other areas. The analysis of a conversion, a merger or a contribution in kind is often linked to CIT settlements, transfer pricing within a group and ongoing corporate services. Our team covers all of these areas and can extend the scope of support where the matter requires it.
BUSINESS REORGANISATION IS DIRECTLY CONNECTED WITH:
- the choice and optimisation of the legal form of the business,
- the CIT and PIT treatment of a conversion, merger, demerger or contribution in kind,
- transfer-pricing conditions for intra-group transactions and flows,
- corporate and registration services for the company after the change (KRS, corporate documentation).
RELATED SERVICES:
Need a reorganisation that also covers CIT, transfer pricing or corporate services?
Discuss a wider scope of supportTypical situations
Situations in which we most often analyse reorganisation
01
Moving from a sole proprietorship or partnership to a limited company
Limiting personal liability, tidying up the structure and preparing the business for an investor or succession — while keeping the business running.
02
Streamlining a capital group
Mergers and demergers within a group to simplify the structure, reduce the cost of administration and adapt it to changing business and tax challenges.
03
Contributing an enterprise or part of it in kind
Transfer of an organised part of an enterprise (going concern) to a new or existing company — with an assessment of the tax consequences and the preparation of documentation.
04
Cross-border reorganisation
A conversion, merger or demerger involving entities from different EU countries — carried out under Polish law and with the support of the HLB network.
Does your situation match one of these scenarios?
Check what works bestPractical advisory
Why getsix for business reorganisation
Companies usually need more than an explanation of the rules. They need a clear answer: which option is the safest, what the tax consequences will be, and how to carry out the process without disrupting day-to-day operations.
Need a clear recommendation before your company begins a reorganisation?
Get practical supportBusiness perspective first
We start from the owners' objective and the company's context, not from the form itself. As a result, the recommendation addresses the real situation rather than a general description of the rules.
Documentation and procedure
We prepare the process documentation and handle the registration steps so that the position taken can be defended in the event of an audit or challenge.
One team: law, tax, accounting
We bring company law, tax advisory and accounting into a single process — without passing you between separate advisers.
International support
For cross-border processes we draw on the HLB network, which lets us handle reorganisations involving entities from different countries.
FAQ
Frequently asked questions: business reorganisation
What are the most common reasons for reorganising a company?
The most common ones are: limiting the owners' personal liability, tidying up and simplifying the group structure, preparing the company for an investor or succession, improving tax efficiency and adapting the legal form to the scale and growth plans. Reorganisation is also often a response to regulatory changes or new business requirements.
How long does a reorganisation process take?
The timing depends on the type of process, the number of entities involved and whether registration with the National Court Register and other formal steps are required. A simple conversion usually takes less time than a multi-stage merger or demerger within a capital group. We set the timetable at the proposal stage, once we understand the facts.
How does a merger differ from a conversion and a demerger?
In simple terms:
- Conversion — a change in the legal form of the same company, with continuity (for example, a general partnership into a limited liability company).
- Merger — two or more companies combine into one entity (by acquisition or by forming a new company).
- Demerger — the assets of one company pass to several entities (by acquisition, by forming new companies or by separation).
Each of these processes has a different legal course and different tax consequences — which is why we start the choice from the business objective.
What is a demerger by separation (spin-off)?
It is a relatively new form of company division that broadened the catalogue of available options after the 2023 amendment to the Commercial Companies Code. It allows part of the assets of the company being divided to be transferred to another company in exchange for shares taken up by the company being divided (rather than by its shareholders). The right form of demerger depends on the objective and the ownership structure — we help establish it.
What is a cross-border conversion?
A cross-border conversion is a reorganisation process involving entities from different countries, introduced into the Commercial Companies Code by the 2023 amendment. Alongside conversion, cross-border mergers and demergers are also available. We run these processes under Polish law and with the support of the international HLB network.
Does converting a sole proprietorship into a company interrupt the business?
As a rule, no — the conversion of a sole proprietorship into a limited company is based on the principle of continuity (succession), so that the company steps into the rights and obligations of the entrepreneur. There are, however, exceptions and formal obligations that need to be planned in advance, particularly in the area of tax, contracts and permits. We analyse these before the process begins.
Planning a conversion, merger, demerger or contribution in kind? Start with an analysis of the consequences.
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