Entering the Polish market does not have to mean setting up a company from scratch. An increasing number of foreign investors choose to acquire an existing business instead — a ready-made team, client base and market position already in place. The transaction structure you choose, however, determines who inherits the seller’s liabilities, how much tax the deal will trigger, and how quickly it can close. Below we walk through the key structuring decisions in Polish M&A and the mistakes foreign buyers most often make.

Share deal or asset deal — the first decision that matters

Every M&A transaction in Poland starts with one choice: buy the target company’s shares (share deal), or buy selected assets, potentially the whole enterprise as an organised whole (asset deal). The consequences run deep:

  • Corporate liabilities. In a share deal, the buyer takes over the company together with its full liability history — known and unknown, tax and commercial alike. In an asset deal, the buyer is liable only for obligations tied to the assets acquired, and even that is not automatic.
  • Taxation. A share sale triggers 1% Tax on Civil Law Transactions (PCC) payable by the buyer. Selling individual assets triggers 23% VAT. This does not apply, however, if the transaction covers the entire enterprise or an organised part of it (Article 6(1) of the VAT Act) — in that case PCC applies instead, at 2% on real estate and movable property, or 1% on other property rights.
  • Permits and licences. In a share deal, the company remains the same legal entity — its licences, permits and long-term contracts stay intact. In an asset deal, each of them must be transferred separately, and some sector-specific licences cannot be transferred at all.
  • Employees. Both structures trigger an automatic transfer of employees by operation of law, but the mechanism and scope of liability differ in the details (see below).

A useful first filter: if the target holds non-transferable sector licences, key contracts with change-of-control clauses, or a complex web of permits, a share deal is usually the only practical option — regardless of either party’s tax preference.

⚠️ Warning: hidden liabilities of the buyer
Share deal The buyer inherits the company together with all of its liabilities — including those never disclosed during due diligence (tax arrears, employee claims, contractual penalties).
Asset deal / ZCP The buyer becomes jointly and severally liable with the seller for obligations related to running the enterprise (Article 55⁴ of the Civil Code), unless the buyer was unaware of them despite exercising due care. This liability is capped by statute at the value of the acquired enterprise — valued as of the acquisition date and priced as of the date the creditor is satisfied. This helps size the exposure, though it does not eliminate it. In practice, this means the tax authority can pursue the buyer, up to that cap, for the seller’s unpaid VAT, CIT or social security (ZUS) arrears.
→ Limiting it
  • Escrow — part of the price held back in a third-party account until conditions are met.
  • W&I insurance — transfers the risk of a breach of the seller’s warranties to an insurer.
  • Tax arrears certificate — confirms the seller’s outstanding liabilities, obtainable from the tax office before closing.

Stages of an M&A transaction

Regardless of the structure chosen, a Polish M&A deal typically follows the same sequence:

  • Letter of intent (LOI) / term sheet. Sets out the key commercial terms, negotiating exclusivity and timeline — usually non-binding on price, but binding on confidentiality and exclusivity.
  • Due diligence. Legal, tax, employment and financial review of the target. The more risks identified at this stage, the fewer surprises after closing.
  • SPA negotiations. The Share or Asset Purchase Agreement, including representations and warranties (the seller’s statements about the company’s condition, with liability if untrue), the pricing mechanism, and indemnification clauses.
  • Conditions precedent. For example, clearance from the Office of Competition and Consumer Protection (UOKiK), foreign investment control (FDI) approval, corporate shareholder consent, or the target’s lender consenting to the change of control — the deal only closes once these are satisfied.
  • Closing. Signing of the ownership-transfer documents, payment of the price, and filing the changes with the National Court Register (KRS).

Transferring shares in a Polish limited liability company (Sp. z o.o.) requires, on pain of invalidity, a written form with notarially certified signatures (Article 180(1) of the Commercial Companies Code, KSH) — not a full notarial deed, only certification of the parties’ signatures. An exception applies to companies incorporated through the S24 online system: there, shares can be transferred electronically, using the system’s template and a qualified, trusted, or personal electronic signature. The fact that the company owns real estate does not change this form — in a share deal, ownership of the shares changes, not ownership of the property, so notarially certified signatures remain sufficient.

Before signing an LOI, it is worth reviewing the target’s articles of association for share transfer restrictions. Article 182 KSH allows shareholders to make a share sale conditional on the company’s consent, or to grant other shareholders a right of first refusal or pre-emption — clauses that, if discovered only at the SPA stage, can push the closing back by weeks.

💡 Tip from Destrier
Ask for the target’s current consolidated articles of association before signing the LOI, not only once due diligence begins. If they require shareholder consent or grant a right of first refusal, that step needs to be built into the transaction timeline from day one, rather than discovered a week before the planned closing. Destrier Law Firm reviews these restrictions at the preliminary stage and estimates their impact on your timeline.

Employee transfer in an asset deal

When an enterprise or an organised part of it is sold, employees transfer to the buyer by operation of law (Article 23¹ of the Labour Code). They cannot be left behind with the seller, nor can the buyer pick and choose which employees to take on, as is sometimes possible under common-law systems. This is a common mistake among foreign buyers used to a different market practice.

  • Joint and several liability. For employment-related obligations arising before the transfer (e.g. unpaid wages or overtime), the previous and the new employer are jointly and severally liable.
  • Duty to inform. If no trade unions operate at either employer, both must inform employees — in paper or electronic form — of the transfer date, its reasons, and its legal, economic and social consequences.
  • Employee’s right to resign. Within 2 months of the transfer, an employee may terminate employment without notice, giving seven days’ warning — with the same legal consequences as if the employer had given notice.
  • No dismissal on transfer grounds. The transfer itself cannot justify termination — any workforce restructuring must be based on a separate economic rationale.

Mergers and demergers as an alternative to a purchase

Besides share deals and asset deals, the Commercial Companies Code also provides for mergers and demergers. In practice these are used less often as an acquisition method in themselves, and more often to reorganise a group before or after a transaction — for example, carving out an unwanted business line before a sale, or merging the target into the buyer’s special-purpose vehicle after closing.

Since 15 September 2023, an additional demerger form has been available — division by spin-off (podział przez wyodrębnienie): it allows a selected part of a company’s assets to be transferred to a new or existing company in exchange for shares issued to the divided company itself (not to its shareholders). For a foreign investor, this is a practical tool for carving out an organised part of a business with universal succession — without having to transfer every asset and contract individually, as a classic asset deal would require.

📋 Checklist: transaction readiness before signing the SPA
  • Share transfer restrictions. Checked the target’s articles of association (Article 182 KSH).
  • Licences and permits. Confirmed whether the target holds non-transferable sector licences or permits.
  • UOKiK thresholds. Verified the concentration notification thresholds (combined turnover of the participants above EUR 1 billion globally or EUR 50 million in Poland).
  • FDI screening. Checked whether the buyer is subject to the Control of Certain Investments Act — mainly relevant to investors from outside the EU, European Economic Area (EEA) and the Organisation for Economic Co-operation and Development (OECD) in strategic sectors.
  • Seller’s tax arrears. Obtained a certificate confirming the seller’s outstanding tax liabilities.
  • Employee obligations. Planned communication and information duties under Article 23¹ of the Labour Code.
  • Tax residency. Determined the target tax residency of the acquisition structure — relevant for withholding tax (WHT) on future dividend payments.
  • Sanctions screening. Checked the seller, the target and its ownership structure against the Polish MSWiA sanctions list, the EU consolidated list, and the US OFAC and UK OFSI lists before signing the SPA.
Planning to acquire a company in Poland? Destrier Law Firm guides foreign investors through the entire M&A process — from choosing the transaction structure, through due diligence, to SPA negotiations and regulatory filings. Get in touch.

Legal position: 2026 (updated: September 2026). This article is for informational purposes only and does not constitute legal advice. We recommend seeking individual legal advice before making any decisions.