Buying a Polish sp. z o.o.: what due diligence and warranties should I insist on?

In Poland
Last Updated: Feb 2, 2026
I’m negotiating to buy 100% of a small Polish sp. z o.o. from two founders. The company has a few employees and ongoing supplier contracts, and I’m worried about hidden tax or employment liabilities. What checks and contract protections are typical in Poland for this kind of share deal?

Lawyer Answers

ADVISER Armkencht & Partners attorneys-at-law

ADVISER Armkencht & Partners attorneys-at-law

Feb 2, 2026
Dear Sir or Madam,

The transaction should begin with a thorough due diligence review of the company's status. Only after evaluating the company should the share purchase agreement be concluded to uncover hidden tax (tax filings, arrears certificates, litigation, contracts), employment liabilities (contracts, ZUS contributions, pending claims), and financial risks (accounts, supplier agreements).

The valuation of shares and the M&A transaction structure are determined based on the results of due diligence, as well as the intentions and objectives of the parties involved.

Each transaction requires an individual approach, as numerous variables influence the final content of the contractual provisions, necessitating the tailoring of adequate legal solutions to protect the investor.
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