Let's talk

Conversion of a company

Navigate through the selected topics:

Establishment of a limited liability company

Simple public limited company

Economic disputes

Conversion of a company

Acquisition of company assets

How to register a company

How to write a good articles of association

Establishment of a limited partnership

Establishment of a partnership

Establishment of a general partnership

Company restructuring

Company law

Are you interested in this service?

Tell us about your needs by filling in the contact form

Go to form

Conversion of a company

Conversion of a company concerns a change in the legal form of a company, which is important in changing market conditions and/or when adapting it to carry out, usually expanded, activities. All types of companies, whether partnerships or limited liability companies, can be converted. A sole proprietorship may also be converted into a company. However, a restriction on the transformation of companies is their status - companies in liquidation and in bankruptcy cannot be transformed.

During the conversion of the company It does not change its legal identity. It shall be entitled to all the rights and obligations set out for the converted company. It remains the subject of concessions, permits and concessions. The REGON and NIP of the converted company shall also be transferred to the converted company.

Phases of conversion of a commercial company

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

  • Phase oneAn exception is the transformation of single-member capital companies, where the transformation plan may take the form of a notarial deed. All actions taken at this stage are governed by the Companies Act, and these are: the already mentioned preparation of the transformation plan (Articles 557-558 CCC.), subjecting the transformation plan to an assessment by auditors appointed by the registry court (Article 559 CCC) and notifying shareholders of the transformation plan (art. 560 c.c.c.).
  • The second phase, known as the ownership phase, consists mainly of the adoption by shareholders of resolutions on the transformation, at meetings called for this purpose, and the confirmation in writing by shareholders of their participation in the transformed company. All actions taken at this stage are regulated by the Commercial Companies Code in Articles 564-565 of the Companies Act. The purpose of this phase, on the other hand, boils down to the appointment of shareholders or company bodies, the conclusion of a new articles of association or the status of the company.
  • Third phase, referred to as judicial, the regulations place within the scope of court actions the registration of the transformation in the National Court Register. It is conditional on an application submitted by all the company's directors or shareholders, in accordance with the Article 569 CCC. This is followed by the deletion of the converted company by the court and the creation of the converted company.

Legal aid and the conversion of companies

At each of these stages legal aid is indispensable, as the Commercial Companies Code provides, in addition to general requirements, also specific ones related to the type of company transformation. In addition, irrespective of the conditions mentioned above, there may also be conditions determined by the concession authority (Article 48(1) of the Freedom of Economic Activity Act), as well as other requirements and principles - such as, inter alia, the continuation of shareholding rights.

The tax and business law firm specialises in all these areas Mark K. Wynimko, providing services in Bialystok, Łomża i Suwałki.

Contact form

Complete the form and ask us a question

We will get back to you as soon as possible.

    Choose the problem that concerns you







    I have read and accept Privacy Policy.