1. Select the merger route and scope
Decide which entity survives, which assets and liabilities transfer, what shareholders receive and whether a simplified procedure is available. Confirm the commercial and tax objectives with the relevant advisers.
2. Prepare the merger documentation
The process may require a merger plan, attachments, management reports, valuation materials, announcements and an expert review, subject to statutory exemptions. Company records and financial data must be consistent.
3. Complete disclosure and corporate approvals
Observe publication or access periods, inform the relevant stakeholders and adopt shareholder resolutions in the required form. Address financing consents, licences, material contracts, employees and creditor protections.
How the issue appears in practice
Hypothetical example: legal succession, operational interruption
A merger is registered correctly, but customer portals, bank mandates and invoice data still refer to the disappearing company. The legal result is achieved while day-to-day operations are disrupted.
4. Register and integrate
Legal basis
- Polish Commercial Companies Code of 15 September 2000
- Polish Civil Code of 23 April 1964
- Polish Entrepreneurs' Law of 6 March 2018
- Polish Act of 6 March 2018 on participation of foreign entrepreneurs and other foreign persons in economic activity in Poland
This article provides general information and does not constitute legal advice for a specific matter. The appropriate solution depends on the facts, documents and business objective.
Summary
The merger plan should connect the statutory sequence with contract consents, people, licences, systems and the day-one operating model.