Best Merger & Acquisition Lawyers in Borki

About Merger & Acquisition Law in Borki, Poland

Merger and acquisition - often abbreviated as M&A - covers the legal, commercial and regulatory steps involved when one business buys, merges with or takes control of another. In Borki, Poland, the legal framework for M&A is the same as in the rest of Poland and is shaped by national corporate law, competition law, tax law and sectoral regulation. Typical deal structures include share purchase, asset purchase, mergers and reorganizations of company forms. Local practice follows Polish corporate forms such as sp. z o.o. (limited liability company) and S.A. (joint-stock company), with formalities that often require registration in the National Court Register and, in some cases, notarial acts.

Although Borki is a local community, transactions there are governed by national rules and reviewed by national authorities when applicable. Smaller local deals may be straightforward, while transactions involving significant turnover, strategic sectors or foreign investors can attract additional filings and approval requirements.

Why You May Need a Lawyer

M&A transactions are complex and involve commercial risk, regulatory obligations and important legal deadlines. A lawyer helps to protect your position, reduce risk and ensure compliance. Common situations where you will need legal help include:

- You are buying or selling a business or parts of a business and need to draft or negotiate a share purchase agreement or asset purchase agreement.

- You need to carry out or respond to legal due diligence to identify liabilities, contracts, intellectual property ownership, employee obligations and pending disputes.

- The deal may trigger competition filing obligations or require approval from regulators in sensitive sectors such as finance, energy, telecommunications, defence or public procurement.

- The transaction involves cross-border elements, foreign investors or transfer of licenses and permits that require legal clearance or notifications.

- Employment law consequences arise - for example employee transfers, collective agreements or redundancy processes - and you must comply with employee information and consultation rules.

- Corporate formalities are required - amendments to company articles, shareholders resolutions, notarial deeds, and registration with the National Court Register.

Local Laws Overview

Key legal areas and rules particularly relevant to M&A in Borki, Poland include the following.

- Corporate law - Polish commercial companies are regulated by the Commercial Companies Code. It governs deal structures such as mergers, divisions, transfers of shares and company reorganizations. Shareholder approvals, board authorizations and article of association provisions matter for deal execution.

- Competition and merger control - the Office of Competition and Consumer Protection (Urzad Ochrony Konkurencji i Konsumentow) oversees merger control. Transactions that meet turnover thresholds or that significantly affect market structure may require pre-notification and clearance.

- Foreign investment screening - investments by non-Polish or non-EU investors in certain sectors can be subject to screening under Poland's foreign investment control regime. The screening can lead to conditions or prohibitions.

- Tax law - M&A deals have important tax consequences for the buyer and seller, including corporate income tax (CIT), VAT on asset sales, withholding taxes and potential transfer pricing issues. Tax structuring and clearances should be considered early.

- Employment law - transfers of business or parts of business can trigger transfer of employment relationships and statutory obligations to inform and consult employees, and to honor existing employment terms and social security contributions.

- Regulatory and sectoral rules - certain licences, permits or authorizations do not transfer automatically on a sale and require consent from competent authorities - for example in finance, energy, pharmaceuticals or transport.

- Registration and formalities - the National Court Register (KRS) records changes in ownership, corporate bodies and company articles. Some acts may require notarization or additional filings.

Frequently Asked Questions

What is the difference between a share purchase and an asset purchase?

A share purchase transfers ownership of the company entity including assets and liabilities - you buy the legal owner. An asset purchase transfers specific assets and liabilities you agree to buy - the legal entity may remain with the seller. Share deals are often quicker for transferring contracts and licenses, but they carry inherited liabilities. Asset deals allow selective acquisition of assets and leave many liabilities behind, but they can require individual contract consents and may trigger VAT or stamp requirements.

Do I need to notify the competition authority for my deal?

Potentially. If the combined turnover of the parties meets the statutory thresholds or the transaction could significantly restrict competition, notification to the Office of Competition and Consumer Protection is required. Thresholds and assessment criteria change over time - consult a lawyer early to determine filing obligations and timing to avoid fines or forced unwinds.

How long does an M&A transaction usually take?

Timelines vary widely. Small local asset purchases can close in weeks. Typical share deals with due diligence, negotiations and standard approvals take several months. Complex transactions that require regulatory clearances, competition approvals or foreign investment screening can take many months or longer. Early planning and parallel handling of conditions improves predictability.

What does legal due diligence cover and why is it important?

Due diligence is a fact-finding process covering corporate structure, contracts, litigation, intellectual property, assets, tax, employment, environmental liabilities, permits and regulatory compliance. It reveals risks, values the target, and supports appropriate warranties, indemnities and purchase price adjustments. A lawyer coordinates legal diligence and translates findings into contractual protections.

How are employees affected when a business is sold?

Employment law protections generally follow the business - employees may transfer to the buyer under similar terms and with retained employment continuity. Employers must inform and sometimes consult employees or representatives about the transfer. Collective agreements and pension obligations may transfer with special rules. Proper handling avoids claims and potential liabilities.

Are there restrictions for foreign investors buying a Polish company in Borki?

Yes - foreign investors may be subject to screening under Poland's foreign investment control framework, especially in strategic sectors such as defence, critical infrastructure, energy, media and transport. The screening can require prior notification and approval. EU and international investors should check sector-specific restrictions and prepare documentation for authorities.

What taxes should I consider in an M&A deal?

Important tax issues include potential corporate income tax on gains, VAT on asset transfers, withholding tax on certain payments to non-residents, transfer pricing consequences and tax due diligence revealing latent tax exposures. Tax structuring can impact deal value - get tax advice early to structure the transaction efficiently and to anticipate any liabilities or reliefs.

Is a notary or public deed always required for M&A transactions?

Not always, but some corporate acts must be notarized under Polish law. For example, certain share transfers, amendments to articles of association, capital increases and mergers often require a notarial deed. The exact requirements depend on company type and the content of the articles - a local lawyer will advise which documents must be notarized.

How much will a lawyer cost for an M&A matter in Borki?

Fees vary by complexity, the lawyer or law firm and the services required. Small local deals may be handled on a fixed-fee basis for standard documentation, while larger or cross-border transactions often use hourly billing or phased retainers. Expect costs for due diligence, negotiations, drafting agreements and closing services. Ask for a fee estimate and billing arrangement at the initial meeting.

How do I choose a good M&A lawyer in or near Borki?

Look for lawyers or firms with experience in Polish corporate law and M&A transactions, good knowledge of sectoral regulation that affects your deal, and a clear track record of negotiating and closing transactions. Check professional credentials with national legal bodies, request references or case studies, and confirm they have capacity to coordinate with tax advisers, notaries and regulatory counsel. If the deal has cross-border elements, choose counsel experienced in international transactions and fluent in the deal language.

Additional Resources

For further information and official guidance, consider these Polish authorities and organizations - contact the appropriate body for up-to-date rules and procedures relevant to your transaction:

- Office of Competition and Consumer Protection - merger control and antitrust matters.

- National Court Register (Krajowy Rejestr Sadowy) - registration of company changes and official extracts.

- Ministry responsible for economic policy and foreign investment - for policy guidance and sector rules.

- Polish tax authority (Krajowa Administracja Skarbowa) - tax guidance, rulings and compliance.

- Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) - for regulated financial sector transactions.

- National Bar Association and National Chamber of Legal Advisors - to verify lawyer credentials and find local counsel.

- Local district court and municipal office in the region covering Borki - for practical steps on filings and notary information.

- Polish Chamber of Commerce or local business chambers - for business support, networking and practical advice on local matters.

Next Steps

If you are considering an M&A transaction in Borki, take these practical steps to protect your position and move forward efficiently.

- Gather basic documents - articles of association, recent financial statements, list of contracts, employment records and any licenses or permits. Having these at hand speeds initial advice and due diligence.

- Schedule an initial consultation with a Polish M&A lawyer - ask for an outline of the process, an engagement letter, estimated fees and a timeline. Discuss confidentiality and consider a non-disclosure agreement before sharing sensitive information.

- Conduct preliminary due diligence - identify material risks, regulatory triggers and tax exposure. Use findings to decide on price, structure and deal conditions.

- Clarify regulatory requirements - confirm whether merger control, sectoral approvals or foreign investor screening apply and build the timing into your deal plan.

- Negotiate key commercial terms - allocation of liabilities, warranties, indemnities, earn-outs and payment mechanics should be agreed and reflected in the transaction documents.

- Prepare for closing - ensure required corporate approvals, notarial deeds, KRS filings and post-closing formalities are arranged with clear responsibilities.

If you need help finding qualified local counsel in Borki, request referrals from the national legal bodies or a nearby regional law firm with M&A experience. Early legal involvement reduces surprises and helps close deals more smoothly.