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Company law and M&A


The knowledge of regulations that govern the structure of commercial companies and partnerships is key for their owners, members, managers and supervisors.


Rödl & Partner experts explain topics important for domestic and international groups that wish to remodel their structure. This includes, among others, how to structure your company to ensure smooth and effective performance and minimise the risk of internal disputes (among the shareholders/partners or managers), as well as topics connected with mergers, acquisitions, demergers and transformations of enterprises.

Rödl & Partner's proposal

Our attorneys at law are at your service in our offices in Cracow, Gdansk, Gliwice, Poznan, Warsaw, Wroclaw to answer all your questions about company law and M&A.

The e-Deliveries Act of 18 November 2020 has changed the way that commercial companies communicate with public administration authorities and courts.


Amendment to the Code of Commercial Companies – cross-border divisions and conversions »

On 7 July 2023, the Polish Sejm adopted an amendment to the Code of Commercial Companies concerning the implementation of the Directive of the European Parliament and of the Council as regards cross-border conversions, mergers and divisions.


New obligations for supply chain companies »

The EU legislator is placing increasing importance on all supply chain players adhering to due diligence standards. This applies to entities based both inside and outside the EU.


Information obligations of real property companies and their shareholders – general ruling of the Minister of Finance »

The Minister of Finance has issued a general advance tax ruling on information obligations of real property companies and taxpayers holding shares in such companies.


How to strategically manage intellectual property within an enterprise? »

Trademarks, inventions, copyrights within an enterprise, also those produced by that enterprise, create a large pool of assets.


M&A vs concentration control by the President of the OCCP »

A share deal or an asset deal is mostly associated with negotiations, a due diligence report, an SPA, and a report on the new shareholder to the National Court Register. 


Limited partnerships and the report on payment deadlines in commercial transactions »

The first report on payment deadlines used in commercial transactions in 2020 should be filed by 31 January 2021. 


Trademark registration – is your business protected »

trademark is any designation which distinguishes products of one enterprise from those of another enterprise. In particular, it may be a word, drawing, ornament, packaging form, a tune or another sound. 

Offset of claims under restructuring law »

A business activity depends, among other things, on financial liquidity. An enterprise cannot continue its operations if any enforcement is pending against it.


Binding force of a letter of intent in M&A transactions »

Every M&A transaction, especially a complicated one, is a lengthy process. During the execution of the transaction parties to the transaction make a declaration in a letter of intent. 


When a minority shareholder decides on the management board composition – a case study »

Shareholders who want to establish a limited liability company (Polish: sp. z o.o.) often want to secure a good position already at the time of drafting the articles of association. 


New rules for filing financial documents with the National Court Register – obstacles for foreigners »

The rules for filing financial documents with the National Court Register have changed following the entry into force of the act amending the National Court Register Act and certain other acts on 15 March 2018

Conversion of a limited liability company into a limited partnership in view of the transfer tax »

There is still a controversy about transfer tax on the conversion of a Polish limited liability company into a limited partnership. 


Resignation from the position of a management board member in an incorporated company »

The letter of resignation from the position of a member of the management board of an incorporated company has legal implications for the resigning person and the company. 

Court authorisation to convene an extraordinary meeting of shareholders of a limited liability company »

The Polish Code of Commercial Companies contains a number of provisions which protect minority interests. 

Regulations on the share exchange of shares to be amended »

The exchange of shares is a transaction where a shareholder of a company makes an in-kind contribution in the form of his shares to another company. 


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Monika Behrens

Attorney at law (Poland)


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