Buying shares in Polish Limited Liability Company
Under provisions of Polish Commercial Code buying or selling Polish Limited Liability company is nothing more than purchasing shares of company in Poland. Under Polish Commercial Code, the sale of shares in company in Poland is type of universal succession. The buyer of share enters all rights of seller assigned to shares.
Requirements of buying company in Poland
The Articles of Association may make the selling of the shares of company in Poland subject to a prior consent of the company or restrict transfer of shares otherwise.
Therefore, first step of share purchasing is examination of Polish company’s Articles of Association. if the transfer of the shares depends on the company’s consent, permission is given by the Management Board. The management board shall give its consent in writing. Should such consent be refused, the National Court Register may permit the transfer if important reasons exist. In such scenario, the company may propose an alternative acquirer within such time limit as the registration court may set. Failing agreement, the registration court shall set the transfer price and time of payment at the request of the shareholder or of the company, upon inviting the expert opinion, if and as necessary. Failing timely payment of the purchase price by the person indicated by the company, the shareholder may freely dispose of his share or a part or fraction thereof, unless he refused to accept the payment offered
Form of buying company in Poland
First of all, purchase of shares in Polish company does not involve the necessity of changing the Articles of Association and adopt the resolution recorded in the form of a notarial deed.
However, the Polish Commercial Companies Code contains regulations regarding the form of the sale share agreement. Disposal of a share in Polish company should be made in writing with signatures certified by a notary public. This form is reserved under pain of nullity. Thus, a contract concluded in a different form will not have the effect of the disposer, so there will be no transfer of shares to the buyer.
After completing the purchase transaction of shares it is required to submit an application to the National Court Register within 7 days to disclose the change in the composition of the shareholders. The application should be accompanied by, among others: sales agreements, consent of the company, current list of shareholders.
Tax effects of purchasing shares in Polish Limited Liability Company
Tax consequences of purchasing shares in Polish Limited Liability Company should be considered from the point of view of:
- the company;
- the sellers of shares;
- purchaser of shares.
Regarding company, sale of shares will not incur any obligations under the provisions of the Corporate Income Tax Act (CIT).
Regarding the situation of the seller of shares, it should be pointed out that under Polish Act on Personal Income tax (PIT). The tax on income derived as a result of selling shares in incorporated companies shall amount to 19% of income derived. Income shall be the difference between the sum total of revenues obtained as a result of selling shares in incorporated companies, and deductible costs.
As for the purchaser of shares in Limited Liability Company, he will be required to pay tax on civil law transaction with a rate of 1% of the market value of shares – the price set in the sales contract.
Sale of shares agreement
Below we present draft of sale of shares in Limited Liability Company in Poland agreement. Please be advised as presented agreement is only example. Every sale share transactions has to be considered individually.
SHARE SALE AGREEMENT OF LIMITED LIABILITY COMPANY IN POLAND
Concluded on [date and place], between:
hereinafter referred to as Seller
hereinafter referred to as Buyer;
of the following content:
- The Seller declares that it is the sole shareholder in the company operating under the name of [name of the company], entered in the National Court Registry under the number KRS [register number of the polish company].
- The Seller declares that he owns 100 (hundred) shares of nominal value of 50,- PLN (fifty) each, of joint value of 5.000,- PLN (five thousand) in the share capital of the Company operating under the name of „[name of the company]”.
- The Seller declares that he is entitled to sell the above-mentioned shares.
- The Seller declares that as of the day of conclusion the agreement there are no employment proceedings conducted in relation to the Company.
- The Seller declares that as of the day of concluding this agreement in relation to the Company there are no arrears on the account of benefits associated with possession of shares, and in particular the Company:
- does not have any outstanding obligations;
- is not in default with payment for any works, services and other commissions performed for it;
- does not have liabilities on bills of exchange;
- does not have any liabilities to legal and natural persons, national and local institutions (authorities) (including State Treasury) in respect of taxes and other public levies.
- The Seller sells to the Buyer 100 (one hundred) shares of nominal value of 50,- PLN (fifty) each, of joint value of 5.000,- PLN (five thousand) in the share capital of the Company operating under the name [name of the company].
- The Buyer buys the above-mentioned shares for the price of 5.000,- PLN (five thousand).
- The total price of sale in amount of 5.000,- PLN (five thousand) was fully paid in advance.
- The Buyer declares that the content of the Articles of Association is known to him and that the takes over rights and liabilities as shareholder in the company [name of the company]
- The Buyer is obliged to inform the company of buying the shares according to the article 187, paragraph 1 of the Polish Commercial Companies Code.
- The Buyer bears costs of concluding this Agreement.
- In matters not regulated by this agreement the regulations of the Polish Commercial Companies Code and Civil Code shall apply.
Handwritten signatures of Seller and Buyer.