Corporate advisory in Poland — legal scope
Shaping the relationships within your company, its share structure and shareholder rights — including voting power at the shareholders' meeting.
The structure of a Polish company — who holds how many shares, what rights attach to them and who decides at the shareholders' meeting — is settled once and binds for years. We advise foreign owners on how to shape that structure before it is written into the articles of association and the National Court Register (KRS). We work at the decision stage, not the document stage: we design the allocation of shares, shareholder rights and voting rules, then translate them into the articles of association and shareholders' agreements.
Shareholdings and voting rights are set once and changed only by agreement
How shares are allocated, whether any carry preferential voting rights, and whether a shareholder holds individually granted rights are not formalities — they determine who really controls the company and how voting power is distributed at the shareholders' meeting. Once these rules are in the articles of association and on the register, changing them usually requires the consent of the shareholders whose position would change, and often a notarial deed.
That is why the structure is worth thinking through before the document exists. We advise foreign-owned businesses where the commercial decision about ownership meets its legal and tax consequences, so that what the articles of association say reflects what the shareholders actually intend.
One team for the legal, tax and drafting side
Advice, not just a document
We start from the shareholders' goals and the balance of control, and only then translate them into the articles of association, resolutions and agreements. The structure is thought through before it is written down.
Law and tax in one team
Preferential shares, additional contributions or a change of shareholder raise CIT, VAT and withholding tax questions. They are handled by the same firm that designs the corporate side.
Built for foreign-owned entities
We work almost exclusively with international clients — from the DACH region, Benelux, the UK and Scandinavia — who are building or reorganising the structure of a Polish company.
Three languages, part of HLB
Advice and documents in Polish, English and German. As part of the global HLB network, we connect the Polish structure with advisers in your home jurisdiction.
From the shareholders' goals to the articles of association
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01
Goals and balance of control
We establish who contributes capital, who runs the company and how control should be distributed — and which relationships between shareholders the structure needs to reflect.
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02
Structure and rights design
We propose the allocation of shares, share classes and preferences, voting rights and individually granted rights, together with protection and dispute-resolution mechanisms.
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03
Drafting
We translate the agreed structure into the articles of association, resolutions and a shareholders' agreement — bilingually, in the form the law requires.
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04
Support as things change
When the structure needs to change — a new shareholder, a new preference, a different voting threshold — we prepare the amendments and the KRS filings.
Three areas of corporate advisory
Ownership structure, voting rights and the relationships between shareholders are three layers of the same decision. We advise on each of them, with the tax consequences checked in parallel with the legal work.
Share allocation and share classes
We design how the share capital is divided into shares and allocated between shareholders so that it reflects their contributions, roles and expected return — with share classes and preferences wherever shareholders hold a different position.
- Division of share capital and the number of shares between shareholders
- Share classes and preferential shares (voting, dividend, liquidation proceeds)
- Preferential voting rights — up to three votes per share in a Polish LLC (sp. z o.o.)
- Additional contributions (dopłaty) and recurring non-cash obligations as structural tools
- Increase and reduction of share capital following a change in ownership
- Holding structures and operating companies
Investor and founder, different contributions
A foreign investor contributes capital; a local founder contributes expertise and runs the company. We propose a share split and a class with a dividend preference that reflects the different contributions without giving up control.
In parallel: we check the CIT consequences.
Shares for key staff
The company wants to tie in managers through shares, but without a say in ownership decisions. We set up a class of shares with no voting preference and the rules for their transfer.
Result: a share in profit without a vote at the meeting.
Funding without dilution
Shareholders want to fund the company while keeping the existing balance of votes. Instead of a capital increase we propose additional contributions (dopłaty) and set out the rules for their repayment.
Result: cash in the company, proportions unchanged.
Who decides at the shareholders' meeting
We settle how many votes are cast at the shareholders' meeting and by whom, and which decisions require a qualified majority or the consent of a specific shareholder. This is the layer that determines who really controls the company.
- The number of votes at the shareholders' meeting and how they are distributed
- Shares with preferential voting rights and the limits on that preference in a Polish LLC
- Individually granted rights — e.g. the right to appoint a management or supervisory board member
- Majority thresholds and quorum, including matters reserved to the shareholders' meeting
- Veto rights and decisions requiring a minority shareholder's consent
- Convening the meeting and exercising voting rights by proxy
Control with a minority stake
A shareholder takes 40% of the shares but is to run the company. We propose preferential voting rights and an individually granted right to appoint the managing director, so management does not depend on every ownership change.
Result: operational control separated from the share in capital.
Protecting a minority shareholder
A minority investor wants to safeguard key decisions. We reserve a list of matters requiring their consent and raise the majority thresholds for amending the articles of association.
Result: the minority is protected without blocking day-to-day management.
An even split and the risk of deadlock
Two shareholders, 50% each. We set the voting rules and a deadlock-resolution mechanism before a dispute can paralyse the company.
Result: an agreed route out of deadlock, defined in advance.
Cooperation, share transfers and dispute resolution
We put in order what the articles of association alone do not cover: how shareholders work together, how shares may be transferred and how disputes are resolved — usually in a shareholders' agreement linked to the articles of association.
- A shareholders' agreement linked to the articles of association
- Transfer restrictions: company consent, rights of first refusal and pre-emption
- Tag-along, drag-along and lock-up clauses
- Dispute-resolution and deadlock-breaking mechanisms
- Representation rules and the division of powers within the management board
- The supervisory board and owner oversight
Bringing in a new investor
A financial investor joins the company. We prepare a shareholders' agreement with exit rules, tag- and drag-along clauses and a list of reserved matters.
Result: the investor's and founders' expectations in one consistent document.
Keeping shares within the founding group
The owners want to control who can become a shareholder. We introduce company consent to share transfers and a right of first refusal for the remaining shareholders.
Result: control over who can join the shareholder group.
Separating ownership from management
Shareholders want to entrust running the company to a management board while keeping oversight. We set the powers of the management and supervisory boards and the matters reserved to shareholders.
Result: a clear split of roles between owners and management.
The full scope of our corporate advisory
Beyond share structure and voting rights, we cover the full range of a Polish company's corporate matters — from day-to-day company law and governance to mergers, acquisitions, succession and corporate disputes.
Corporate law and day-to-day business support
Ongoing corporate advice, shareholder and board resolutions and everyday legal support for the company.
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Corporate governance and the duties of management and supervisory board members
Owner oversight, and the powers and liability of the management and supervisory boards.
Mergers, acquisitions and restructuring (M&A)
Due diligence, deal structuring, the share purchase agreement (SPA) and group reorganisations.
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Company law
Company formation, amendments to the articles of association, share capital and KRS filings for foreign-owned entities.
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Business succession
Succession planning within the company, share transfers and securing ownership continuity.
Commercial contracts
Drafting, reviewing and negotiating commercial contracts in domestic and cross-border trade.
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Compliance and regulatory advisory
Regulatory compliance, legal audit and support with regulatory obligations.
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Corporate disputes
Disputes between shareholders, challenges to resolutions and protection of minority shareholder rights.
Intellectual property
Rights to trademarks, software and know-how within the group and in the company's agreements.
Our other core services in Poland
Advice on the structure rarely ends with the articles of association. The same team handles the registration of changes, the tax questions and the company's ongoing administration:
Designing the structure of a Polish company?
Share allocation, voting rights and the relationships between shareholders — settled before the articles of association are signed.
Let's talk about your company's structure
Tell us what you are planning — a new shareholding structure, a shift in the balance of control in an existing company, or bringing in a new shareholder — and we will propose a structure and set out its legal and tax consequences.
Company structure and shareholder rights: common questions
How many votes can a single share carry in a Polish LLC (sp. z o.o.)?
A share may be given preferential voting rights. In a Polish limited liability company, a voting preference may not grant more than three votes per share. How votes are distributed is set in the articles of association, before they are concluded.
Can control of the company be separated from the size of a shareholding?
To an extent, yes. The main tools are shares with preferential voting rights and rights granted individually to a specific shareholder — for example, the right to appoint a board member. They mean that influence over decisions need not match the share in capital.
What is the difference between the articles of association and a shareholders' agreement?
The articles of association are a registered document and set out the company's constitution towards third parties. A shareholders' agreement governs the relationship between the shareholders themselves — exit rules, transfer restrictions, dispute resolution — and usually stays confidential. We design both so that they remain consistent with each other.
Can the share and voting structure be changed later?
It can, but amending the articles of association requires a shareholders' resolution by the relevant majority, and often a notarial deed and a KRS filing. If the change reduces rights granted to a specific shareholder, their consent is usually required. That is why the structure is worth thinking through in advance.
How can a minority shareholder's position be protected?
Through a list of matters reserved to the minority's consent, raised majority thresholds for key decisions, individually granted rights and tag-along clauses on a sale of shares. We match the scope to the real balance of control in the company.
Do you also advise on the tax side of the structure?
Yes. Share allocation, additional contributions, a dividend preference or a change of shareholder raise CIT, VAT and withholding tax questions. Our tax team analyses them in parallel with the corporate work, under the same engagement.
Information only; not legal advice.
