Company Conversions
Here is the professional translation of the description regarding business transformation/conversion services. I have used correct legal terminology for Polish institutions and processes (e.g., KRS, Code of Commercial Companies).
Business growth is a source of pride, but at a certain stage, a sole proprietorship or a civil law partnership becomes too risky and limiting.If your revenue is increasing, yet you remain personally liable for the business with your entire private estate – it is time for a change.
At Partner Podatkowy, we conduct conversion processes in accordance with the Code of Commercial Companies. What does this mean? That the transition is seamless. Your company gains a new, safer legal form, while for your clients and banks, you remain the same credible partner.
We provide comprehensive support: from the conversion plan and cooperation with a statutory auditor to the final entry in the National Court Register (KRS).
Conversion of Sole Proprietorship into a Limited Liability Company
This is a natural step for growing businesses. We effectively separate private assets from the operational risks of the enterprise.
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Full Procedure with an Auditor: Converting a sole proprietorship requires asset valuation and an examination by a statutory auditor. You do not need to search for an auditor on your own – we cooperate with trusted experts, coordinating the entire process to ensure it runs smoothly.
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Asset Protection: After the conversion, the company is liable for business obligations, not you personally. This is a crucial safeguard for the entrepreneur's life's work.
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Estonian CIT: The conversion is the perfect moment to implement effective taxation forms. Often, the new company can benefit from the Estonian CIT from day one, which facilitates the reinvestment of profits.
Converting a Civil Partnership to an LLC
A civil law partnership is, in reality, a contract between partners entailing joint and several liability. We transform it into a modern legal entity.
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Elimination of Joint and Several Liability: In a civil law partnership, you are liable for a partner's decisions with your entire private estate. In a limited liability company (LLC), this risk is eliminated.
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Retention of Tax ID (NIP): When converting a civil law partnership into a commercial company (LLC), the new entity generally retains the same Tax Identification Number (NIP). This is a significant operational convenience.
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Flexibility: We help structure the new company's Articles of Association to regulate profit distribution and shareholder obligations more precisely than the previous partnership agreement.
Business continuity (General succession)
The entrepreneur's biggest fear: "will I lose contracts?". Thanks to the code mode – no.
Automatic transfer of contracts: The new company enters into all rights and obligations of the previous company. Commercial contracts, employment contracts, leases or loans pass to the new entity by law. You do not have to sign annexes.
Administrative decisions: In most cases (depending on the industry), concessions and permits also pass to the transformed company.
Credit history: Financial institutions see that the new company is a continuation of previous activities, which makes it easier to maintain credit lines.
Frequently Asked Questions
Do I lose my NIP (Tax ID) during transformation?
It depends on the initial form. Transformation of a civil partnership: The new limited liability company usually retains the same NIP. Transformation of JDG: The limited liability company receives a new NIP (the entrepreneur's NIP remains with the natural person), but thanks to legal succession it takes over all contracts. We help efficiently update data with contractors.
How long does the process take?
Transformation of a sole proprietorship into a limited liability company (requiring examination of the plan by a statutory auditor) usually takes from 3 to 5 months. Transformation of a civil partnership can be a shorter process. In both cases, the company conducts normal operating activities throughout this time.
Do I have to sign annexes to contracts with clients?
In the case of code transformation – no. The principle of universal succession applies here. The new company automatically becomes a party to existing contracts. It is enough to inform contractors about the change of legal form (notification).
How much does it cost?
The cost includes the notary fee, court fees and (in the case of JDG) the remuneration of the statutory auditor for property valuation. Added to this is our legal and tax service. Although it is a one-time expense, the benefit in the form of asset security and the possibility of using tax preferences (e.g. Estonian CIT) is long-term.
Can I conduct sales during transformation?
Of course. Transformation is a legal process that runs parallel to business activity. The company issues invoices, executes orders and employs employees all the time. The moment of change is the day the new company is entered into the National Court Register (KRS).
