Company law

To establish a commercial companyIt is necessary to know not only the industry in which it will operate, but also to be aware of a number of formal, legal and tax obligations related to its activities. We are perfectly aware that the choice of organisational and legal form for the planned undertaking is not easy, therefore we advise our clients on the choice of the most optimal form of conducting the planned business activity...

A limited liability company is one of the most popular forms of business. It is often chosen because of the benefits that are associated with its operation. The most important of these is the lack of liability of the partners for the obligations of the company, which is a separate legal entity with legal personality and is itself liable for its obligations. The partners are only obliged to provide the services specified in the articles of association.

Our Wynimko & Partners law firm in Bialystok is highly specialised in business law. We assist entrepreneurs in all scopes of business and at every stage of its operation. One of the services we provide is also assistance in starting up a business. In this way, we also help with the registration of simple joint stock companies....

The most common commercial disputes handled by our law firm include:

Company conversion process It is a three-stage process and is defined by the Commercial Companies Code. It includes:

1. the first phase, referred to as the managerial phase, which consists in the preparation of a transformation plan with appendices by the company's shareholders or management board in writing under pain of nullity - an exception is the transformation of single-member capital companies, in the case of which the transformation plan may take the form of a notarial deed. All actions taken at this stage are regulated by the CCC, and these are: the already mentioned preparation of the transformation plan (Articles 557-558 CCC), submitting the transformation plan to the assessment of auditors appointed by the registration court (Article 559 CCC) and notifying the shareholders of the transformation plan (Article 560 CCC)....

Under the Companies Act, companies with share capital may merge with each other and with partnerships. However, a partnership may not act as an acquiring or newly incorporated company and may only merge with another partnership by forming a capital company. Any company in bankruptcy or in liquidation may not be merged.

The purpose of the liquidation proceedings is to wind up all the current affairs of the company, to meet its obligations and to collect its debts, as well as to cash in its fixed assets and equipment and to distribute the surplus obtained, if any, among the shareholders of the company....

Registration of the company consists of the filing of the relevant documents with the National Court Register, which will enable the registration in the Register of Entrepreneurs of the relevant disclosable...

The mandatory elements that the contract of any commercial company must contain are governed by the provisions of the Commercial Companies Code. However, in order to apply them well or incorporate them into the content of the contract, one must not only understand them, but also be able to combine them. A good contract not only allows for seamless decision-making and communication within the company, it creates excellent internal conditions for the development of the company without, however, complicating the rules for capital transactions....

Limited partnership agreement should be concluded in the form of a notarial deed. It must contain the elements provided by law for a general partnership, which you can read about in the article Establishment of a general partnershipThe limited partnership agreement should contain an indication of the amount of the liability of each limited partner, which is referred to below. In addition, such an agreement should specify an amount setting out the limits of each limited partner's liability, known as the limited partnership sum....

The distinctive feature of a partnershipIn addition to the possibility for professionals to enter into it, it is the case that a partner is not liable for such obligations of the partnership as arise from the actions of the other partners, as well as for obligations of the partnership arising from the conduct of the partnership's employees who, in the performance of their activities, were under the direction of another partner.

General Partnership is a partnership which may acquire rights in its own name, including ownership of real estate and other rights in rem, incur liabilities, sue and be sued. Its characteristic feature is the personal liability of each debtor for the company's obligations. Each partner is liable for the company's obligations with all his or her assets without limitation, jointly and severally with the other partners and with the company....

Wynimko & Partners law firm in Bialystok provides legal assistance to companies and businesses. In the case of company restructuring, our services particularly concern insolvency or such a threat. We carry out activities in accordance with the course of action standardised by the Act of 15 May 2015. This also applies to the difficulties associated with Covid-19 and the law on interest rate subsidies for bank loans in connection with the pandemic and its consequences....