Closing of the accounting books and tax year during the liquidation of the LLC in Poland

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The opening of the liquidation of a Polish limited liability company results in the need to close and reopen the accounting books and close the tax year and open a new one.

This usually results in two financial statements and two annual tax returns.

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Venture Capital transactions in Poland and liquidation preference

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In investments made by Venture Capital funds in Poland, it is common practice to introduce the so-called liquidation preference for the VC fund.

In case of a liquidity event (e.g., sale of shares or liquidation of the company), the VC fund first receives funds to recover its investment.

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Liquidation of the LLC in Poland takes time

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Liquidation (dissolution) of a limited liability company in Poland is a relatively lengthy process and requires a number of formal steps.

Since the assets remaining in the company after liquidation cannot be distributed among the shareholders until 6 months after the announcement of liquidation in the official journal, the entire liquidation process usually takes no less than 8 months.

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Entry into force of corporate resolutions of commercial companies

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In case of adoption of resolutions by bodies of commercial companies, the resolution may provide for an effective date of the resolution later than the date of its adoption.

This way of adopting resolutions can be helpful when the effect of the resolution, such as personal changes in the company’s bodies, should take place on a certain date (e.g. on the 1st day of the month) and the resolution itself is adopted earlier.

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MAC clause in Polish M&A transactions

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In Polish mergers and acquisitions (M&A) transactions it is common to use a material adverse change (MAC) clause.

The MAC clause usually allows the purchaser to withdraw from the transaction in case of events that have a negative impact on the business, assets, or financials of a target entity.

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Management board’s resolutions in Polish LLCs to be minuted in a specific way #PolishLegalTips

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Based on recent amendments of the Polish Commercial Companies Code (KSH) resolutions of the management board (MB) of a limited liability company must be minuted in a specific way so the minutes include the agenda, the names and surnames of the members of the MB present, and the number of votes cast for relevant resolutions.

A dissenting opinion submitted by a member of the MB shall also be marked, along with its motivation, if any.

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Seller’s Liability in Polish M&A Transactions #PolishLegalTips

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In Polish M&A transactions seller’s liability for representations and warranties included in the share purchase agreement (SPA) is usually based on a guarantee agreement legal concept.

This way the parties to the transaction can set the rules and terms of liability freely and exclude statutory warranty for defects rules.

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Holding companies law is introduced to the Polish Commercial Companies Code on 13 October 2022 #PolishLegalTips

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Simple Joint-Stock company introduced in Poland #PolishLegalTips

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Share Purchase Agreements (SPA) in Poland #PolishLegalTips

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