The transformation process follows a strict timeline and requires several key legal documents. The central document is the Transformation Plan, which must be filed at the registry court or made available on the company’s website at least five weeks before the general meeting that is scheduled to approve it. Shareholders must be notified twice about the intended transformation: the first time no later than six weeks before the meeting, and the second time within two weeks after the first notification. The merger of companies requires a resolution of the general meeting of each of the merging companies, adopted by a majority of three-fourths of the votes, representing at least half of the share capital, unless the company’s articles of association provide for stricter conditions. The resolution of the general meeting approving the transformation must be recorded in a protocol prepared by a notary.

In the Polish legal system, the registry court (sąd rejestrowy) for the district where the company is registered plays a crucial gatekeeping role in the cross-border transformation process. Before a transformation can be registered in the destination country, the Polish registry court must issue a pre-transformation certificate. To do this, the court conducts a verification to confirm that all requirements under Polish law have been met. This includes examining the transformation plan, confirming that stakeholder protection rules have been followed, and ensuring the general meeting’s approval was validly obtained. Without this certificate from the registry court, the foreign commercial register will not complete the transformation, effectively halting the entire procedure.

Polish law provides safeguards for stakeholders who may be affected by a transformation. The transformation plan must detail the securities and safeguards offered to creditors. Both creditors and employees (or their representatives) have the right to review the plan and submit comments to the company at least five working days before the general meeting. Polish law also provides specific protection for shareholders who oppose the change. Shareholders who vote against the transformation have a statutory right to demand that the company buy out their shares for an adequate cash price, which must be specified in the transformation plan itself. A creditor may, within one month of the date of disclosure transformation plan, demand security for its claims which have not become due at the time of disclosure of the plan, if it can demonstrate that the satisfaction of its claims is jeopardised by the transformation.

Failing to adhere to the strict procedural requirements can lead to severe consequences. The primary sanction is the refusal of the registry court to issue the pre-transformation certificate, which blocks the entire transaction. Though the courts are not permitted to revoke or declare a resolution on a cross-border transformation invalid. It is also important to note that certain transformations may require clearance from the Office of Competition and Consumer Protection, and failure to obtain this can lead to significant fines. Such an outcome can reverse all changes and create significant legal and financial disruption, underscoring the importance of precise legal execution from the outset.

Correctly navigating a cross-border transformation is a critical legal and administrative challenge. Our team of experts provides a comprehensive service that covers everything from drafting the Transformation Project to representing you before notaries and authorities, ensuring your compliance with both Polish and EU regulations. By entrusting this task to us, you can be confident that your cross-border restructuring will be managed efficiently, correctly, and without costly errors.