Purchasing an existing Polish company is a strategic decision that allows foreign entrepreneurs to quickly enter the EU market and obtain a business structure with an open bank account and an established history. However, behind the apparent simplicity lies a complex bureaucratic procedure. It requires a deep understanding of Polish corporate law, tax regulations, and banking compliance.

 

After purchasing such a company, our client faced the need to comprehensively re-register all company details. This became the reason for contacting the Lawrange team for assistance.

 

Learn more in the following sections of the article!

 

Bureaucratic challenges we overcame during the project

As our team has been working with Polish regulators for quite a long time, we knew from the very beginning of our cooperation with the client what to prepare for. In particular:

 

  • Mandatory amendments to the KRS – notification of the registration court with the submission of notarized specimen signatures of the new members of the management board.
  • Electronic-only filing – since July 1, 2021, applications to the KRS have been submitted exclusively through PRS or S24.
  • The need for an electronic signature or trusted profile – one of these identification methods is required to submit an application.
  • Banking compliance (KYC) – client verification, identification of the UBO, and assessment of the purpose of the business relationship.
  • Enhanced verification for foreigners – additional confirmation regarding the ownership structure and source of funds.

 

However, these are only some of the specifics involved in re-registering a Polish company to new, particularly foreign, owners. During the process, we also encountered additional issues.

 

Challenges and specific aspects of the task that complicated the procedure

In addition to the standard bureaucratic requirements, there were a number of specific aspects that significantly affected the course of the project.

 

The key challenges included:

 

  • The need to obtain a PESEL number – without it, it is impossible to create a trusted profile for signing reports and handling official matters remotely.
  • A Polish telephone number for ePUAP – authorization SMS codes are sent only to numbers registered in Poland.
  • The difference between declarative and constitutive entries – this determines the sequence of actions and the moment when the amendments become effective.
  • Consistency between registers – discrepancies between the CRBR, documents, and data provided to the bank could have resulted in a refusal.

 

It was challenging, but we managed to overcome these issues thanks to our experience from previous projects and the professional expertise of our specialists.

 

How we carried out the project

Here is what we did for the client:

 

  1. Comprehensive company audit – verification of the entries in the KRS, the articles of association, and the consistency of the data in the CRBR.
  2. Provision of digital identifiers – obtaining a PESEL number and creating a trusted profile through online banking.
  3. Preparation of the document package for the KRS – updated list of shareholders, specimen signatures, and an electronic application for the PRS.
  4. Filing the application and waiting for the entry to be made – signing and submitting the application, and monitoring its registration by the court.
  5. Re-registration of the bank account – preparation of documents for the bank and explanations regarding the ownership structure and source of funds.
  6. Ensuring data consistency – synchronization of information across all documents and registers.

 

As a result, the Lawrange team achieved the initial objective by ensuring the comprehensive re-registration of the company for its further operations.

 

Result: Re-registered company and launched business

The results of our cooperation for the client:

 

  • Re-registered corporate rights – the new shareholder was entered into the KRS, while the previous shareholder was removed from the register.
  • New director (member of the management board) – the client was officially registered with the right to represent the company.
  • PESEL number – a Polish identification number required for further operations was obtained.
  • Active trusted profile (Profil Zaufany / ePUAP) – a profile was created for handling official matters remotely, signing documents, and interacting with government authorities online.
  • Re-registered bank account – the owner’s and director’s details were updated, and access to banking operations was configured.
  • Up-to-date register data – the entries in the KRS and CRBR were updated in accordance with the new ownership structure.
  • Ready corporate structure – the company was fully prepared for operational activities, receiving payments, paying taxes, and conducting settlements.

 

Therefore, as of the date of publication of this case study, the client’s company operates within the legal framework of Poland.

 

Are you planning to purchase and use an existing Polish company? Entrust its re-registration and launch to the experts at Lawrange!