corporate

Company law and corporate matters

Our approach

We combine legal expertise with a business-oriented approach – supporting both day-to-day operational matters and strategic projects. We provide advice that ensures the decisions of owners and management boards are not only compliant with regulations but also promote the growth and security of the organization. Instead of opinions, we deliver concrete recommendations and support in making sound decisions.

We operate efficiently and with a full understanding of our clients’ structures and business goals. In crisis situations, we provide fast and professional assistance – always with the company and its stakeholders in mind.

For whom?

Our corporate advisory services are aimed at companies that consciously build their market position – caring not only about regulatory compliance but also about operational transparency and responsible stakeholder relations.

We support: companies of all sizes – from large corporations and capital groups to start-ups and family businesses; management boards, supervisory boards, and other corporate bodies that make strategic and operational decisions requiring legal compliance and risk mitigation; shareholders and owners who want to clearly define their rights and obligations, protect their interests, and effectively manage ownership changes.

Corporate advisory is more than just regulatory compliance – it’s support in making safe and sound decisions that genuinely foster business growth.
Michał Bogaczpartner, attorney-at-law

Benefits

We help owners and boards of directors make safe decisions and create company structures that support business goals and long-term growth.

Comprehensive Support for Companies and Transactions

We combine legal, tax, analytical, and financial competencies to provide full support – from business structuring, through shaping Corporate Governance principles, securing risks on the part of corporate bodies, to restructuring or winding down operations. This ensures that clients receive solutions tailored to the entire lifecycle of the company.

Safe Ownership and Management Decisions

We deliver clear and practical recommendations that enable decisions to be made in compliance with both legal regulations and the company’s business interests – without the risk of formal errors or personal liability. We don’t leave clients with just an opinion – we actively support them in execution.

Structures Aligned with Business Strategy

We help design and transform ownership structures and management models to support business growth rather than hinder it – whether it’s a start-up, family business, or capital group. Our solutions are flexible, tailored, and aligned with defined goals.

Services

Our corporate advisory services primarily cover the following areas:

Organization of Companies and Capital Groups

- Company Formation and Structuring
We provide assistance at every stage of forming new entities – from selecting the optimal legal form and ownership structure to full registration and business launch.
We support the creation of a full range of entities – from partnerships and corporations (including joint-stock companies and simple joint-stock companies), branches, and family foundations to investment vehicles such as ASIs (Alternative Investment Companies) or TFIs (Asset Management Companies).
We operate as a one-stop shop, offering not only advisory services but also handling all formalities (registration with the National Court Register, Central Register of Beneficial Owners, e-delivery setup, electronic signatures or PESEL (Polish Personal Identification) numbers for board members).

- Holding Law
We assist in developing mechanisms to safeguard mutual interests within larger structures or groups of companies. We create solutions based on joint ventures, golden shares, personal rights, and more.

Corporate Governance and Support for Corporate Bodies

- Shaping Corporate Governance
We help build and implement corporate governance principles. We draft and review documents regulating organizational operations – from articles of association and statutes to board and supervisory board regulations, policies, and other internal regulations.

- Support for General Meetings and Shareholder Assemblies
We provide legal assistance in convening and conducting general meetings and shareholder assemblies. This includes representing shareholders as proxies, acting as chairpersons of meetings, preparing draft resolutions, and supporting the registration of changes in the National Court Register.

- Liability and Support for Corporate Bodies
We prepare legal opinions and support the day-to-day operations of corporate bodies. We conduct training for board members and supervisory board members – covering their duties and liabilities.
We develop solutions that limit risks for corporate bodies and advise on the business judgment rule.

- Relations with Board Members and Supervisory Boards
We assist in creating reporting structures and mutual relations within the flexibility provided by the Commercial Companies Code. We prepare legal and tax analyses for optimal forms of employment and remuneration for board and supervisory board members.

- Incentive Programs Based on Financial Instruments and Derivatives
We design tax-optimized share-based programs or those based on subscription warrants, stock options, and RSUs. We handle their implementation, tax impact assessment, and settlements.

- Remote Operations and Digitalization
We assist in comrehensive company digitalization, including organising remote meetings of corporate bodies, creating e-signatures, e-seals, and managing e-mailboxes.

- Ownership Changes
We assist in preparing transaction documentation and conducting negotiations. We carry out legal, tax, and financial due diligence.

- M&A and PE/VC Transactions
We handle transaction structuring, negotiations, due diligence, and documentation projects (SPA, securities). We manage business structuring, including mergers, transformations, and divisions of companies – including cross-border transactions. We oversee the entire lifecycle – from strategicplanning to full implementation.

Ownership Relations and Control Over the Company

- Shareholders’ Agreements (SHA)
We support safe business launches, planning, and expansion by preparing tailored shareholders’ agreements. We adapt them to individual needs and identified risks.

- Corporate Dispute Resolution
We assist in challenging resolutions of corporate bodies. We provide support in pursuing claims against board members for damages caused to the company or claims related to board members’ liability for company obligations.
We represent clients in disputes between shareholders (including exclusion of a shareholder and/or company dissolution).
Learn more about dispute resolution >>

Business Closure and Succession

- Succession of Family Assets
We provide advisory services in managing and securing assets, as well as in planning family succession using family foundations, associations, alternative investment companies (ASI), and individually tailored solutions.
Learn how we support individual clients >>

- Company Liquidations
We offer comprehensive support in liquidation processes, including the disposal of unnecessary or unwanted companies using insolvency law instruments (pre-pack liquidation, prepared liquidation) or so-called turnkey liquidation.

- Bankruptcy or Restructuring
We help entrepreneurs safely wind down their business – through either bankruptcy or restructuring proceedings. We advise on choosing the optimal path, preparing documentation, liaising with the court and creditors, and selling assets.
Learn more about restructuring and bankruptcy law >>

Selected projects

Thanks to our extensive experience, we provide comprehensive advice at every stage of the project.

We support clients at every stage of starting a business in Poland

We assisted clients from the broadly understood energy sector – from China and Spain – in entering the Polish market. We supported them at every stage of establishing limited liability companies (including special purpose vehicles), from defining the scope of business activities to drafting the required documentation and representing clients before notaries and the commercial court.
Additionally, we provided assistance in obtaining required registry entries and completing other formalities (including registration in the Central Register of Beneficial Owners, opening bank accounts, and obtaining qualified electronic signatures).
We provide ongoing corporate services to these entities on a daily basis, implementing the latest legal solutions in the corporate area (including the possibility of remote board meetings and remote participation in shareholder meetings).

We carried out share dematerialization and shaped corporate governance in the context of amendments to the Commercial Companies Code

We supported groups of companies in the dematerialization of shares and in shaping corporate governance in the context of two significant amendments to the Commercial Companies Code. Our activities included:

full development and implementation of changes to company statutes/articles of association, board and supervisory board regulations, etc.;
workshops for corporate bodies on the application of new regulations and corporate documentation.

We helped shape the remuneration structure of the management board and supervisory board

We advised an IT company on the remuneration structure of its management board and supervisory board. Our activities included:

selecting the appropriate legal basis for cooperation between board members and the company, taking into account legal, tax, and cross-border aspects, while ensuring compliance with the adopted remuneration policy;
developing rules for awarding bonuses to board members based on financial criteria;
assessing the possibility of granting variable remuneration to supervisory board members based on financial instruments as part of an incentive program.

We represented a company in a multi-level corporate dispute

We represented a listed automotive company in a complex dispute concerning, among other things, the annulment of a general meeting resolution.
One of the company’s minority shareholders challenged the resolution to increase the company’s share capital, arguing that the majority shareholder who voted in favor of the resolution had acquired part of their shares in violation of the Public Offering Act and therefore could not exercise voting rights from those shares. Additionally, the opposing party claimed that there were insufficient grounds for excluding the pre-emptive rights of minority shareholders.
The dispute ended satisfactorily for our client and, notably, concerned the issue of loss of voting rights – a matter not previously adjudicated by Polish courts.

We handled merger processes involving both foreign and domestic capital

We supported numerous entities in mergers, including cross-border ones. Our activities included:

selecting the merger target by developing an optimal and secure transaction model;
preparing full transaction documentation (including merger plans, corporate and court documents);
negotiating transaction terms up to the implementation of individual elements of the merger plan and final registration of the merger by the court;
considering and planning post-merger aspects, including general succession accompanying merger processes, particularly in the context of financial, administrative, and tax obligations following the registered merger.

TEAM