What to keep in mind before transfering a company’s registered office from another country to Poland?

The cross-border transfer of a company’s registered office (cross-border conversion) is a strategic solution that involves the transfer of the activities of a given company from one country to another without the need for liquidation proceedings.

Before deciding to implement a cross-border transformation, it is worthwhile to carefully analyse the requirements of the process, as well as to familiarise with the legal and tax regulations that apply in both exit and destination country.

Here are the key aspects you need to know before deciding to transfer your company’s registered office to Poland.

 

 

Legal framework

In 2019, the European Parliament and the Council of the EU introduced harmonising rules on cross-border company conversions, mergers and divisions[1]. Most EU Member States (except Bulgaria and Luxembourg) have implemented these regulations in their national laws. This allows for the smooth implementation of cross-border operations within EU member states (with the minor exceptions indicated).

However, it should not be forgotten that the process of cross-border transfer of a company’s registered office takes place in two countries. This means that it is necessary to comply with two legal orders and adapt the process accordingly to the requirements of both jurisdictions.

 

 

Cross-border transfer rules

Although the EU Directive lays down general principles for the transfer of the registered office, these may partially differ from country to country. This takes on additional importance when one of the participating Member States has not yet implemented the EU regulations.

While the lack of national implementation of these regulations is not an immediate obstacle to cross-border conversion, projects that are partly carried out in Luxembourg or Bulgaria require more attention and additional steps that are not directly provided.

 

 

Cross-border transfer of company – documentation and formalities

Transferring a company to Poland also involves the preparation of numerous documentation. What’s more, accuracy is very important here, as it can be crucial to the effectiveness of the entire process. Which documents are essential?

Consequently, the whole process requires precise planning and coordination. Thanks to proper attention to the proceedings, company will avoid delays or problems related to the transfer of its registered office and registration in Poland.

 

 

Impact on employees and shareholders

A transfer of a company’s registered office to Poland may have a significant impact on its employees and shareholders. Therefore, their rights and obligations must be taken into account in the process and they must be provided with adequate information or support. This obligation is reflected in the special report that must be prepared in the exit country.

 

Certificate of compliance

It is also necessary to obtain a certificate from the competent authorities in the country of exit before moving the company’s registered office to Poland. Such a document is intended to confirm that the process complies with the laws of the exit state applicable there. The certificate is crucial for the continuation of cross-border conversion procedures in Poland.

Cooperation with advisers during a cross-border transfer of the company’s registered office

For a successful cross-border conversion, it is also important to cooperate with legal and tax advisors in both countries. Experts in these fields will help, among other things, in:

– understanding local regulations;

– preparing the necessary documentation;

– coordinating the process so that all formalities are completed in accordance with the applicable regulations in both jurisdictions.

In addition, advisers will help assess the tax implications of the process so that the transformed company avoids expensive surprises after registration in Poland.

 

Is cross-border transfer of a company’s registered office beneficial?

Cross-border transfer of a company’s registered office to Poland (or any other county in EU) is a complex process, but it can bring significant benefits. The main advantage of this solution is that the company can change the country of its registered office without undergoing liquidation proceedings. As a result, it gains access to a new market or better – also from the point of view of the group structure – business conditions.

However, it should not be forgotten that the process of a cross-border transfer of a company’s registered office requires detailed analysis and meticulous preparation. It is essential not only to have a thorough understanding of the provisions of the EU directive, but also to know the internal regulations of the countries involved in a cross-border conversion process.

We would be pleased to support you in this process – feel free to contact us.

 

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[1] Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019.