How to purchase shares in a Polish limited liability company?

Shares in a Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) are generally transferable, but their transfer is subject to specific legal requirements and often restrictions. The articles of association of the sp. z o.o. often require the company's consent for the transfer of shares. This consent is usually granted by the management board or the general meeting of shareholders. The transfer process typically involves notifying the company of the intended sale with details such as the number of shares, price, and buyer information. Existing shareholders frequently have a preemptive right to purchase shares before they are sold to a third party. This right must be respected unless waived, and it can affect the transferability of shares.
 
The share purchase agreement for shares in a Polish sp. z o.o. must comply with specific legal and procedural requirements under Polish law, particularly the Polish Commercial Companies Code. It must be concluded in writing with notarized signatures or in the form of a notarial deed. This is a mandatory legal requirement under Article 180 § 1 of the Polish Commercial Companies Code.
 
Below is a brief overview of how such an agreement should look like:
 
Key content and structure of the share purchase agreement:
 
Subject of the agreement

• Number and nominal value of shares being sold.
• Total purchase price for the shares and payment terms (e.g., full payment upon signing or installments).
• Declaration that the shares are free from encumbrances and legal defects.

Consent and preemptive rights

• Confirmation that the company’s consent to the share transfer has been obtained if required by the company's articles of association or statutory provisions.
• Description of the procedure followed to obtain the company’s consent, including which corporate body gave the consent (management board, shareholders’ meeting, etc.) and any resolution references.
• Statement regarding the right of first refusal (preemption right) of existing shareholders, if applicable, and how it was exercised or waived.

Transfer of title

• Specification of the moment when ownership of the shares is transferred to the buyer (e.g., upon signing or after full payment).

Representations and warranties

• Seller’s warranties about the company’s financial and legal status, including absence of liabilities, ongoing proceedings, or arrears related to the company.
• Buyer’s declaration of awareness of the company’s articles of association and acceptance of rights and obligations as a shareholder.

Post-closing obligations

• Obligation of the buyer to notify the company of the share transfer in writing and provide proof of the transaction (agreement and payment confirmation), as required by Article 187 of the Commercial Companies Code.
• Notification is crucial because the Buyer can exercise shareholder rights only after the company is notified of the transfer.

Governing law and dispute resolution

• Reference to the applicable law (Polish law) and dispute resolution mechanisms, often arbitration or court jurisdiction.

Signatures

• Notarized signatures of both the seller and the buyer, as required by law.

 
Verification of the ownership tile to shares
 
In a Polish limited company, it is absolutely necessary to check who the owner of the shares is because the company’s articles of association often include provisions regulating the transfer of shares, including the requirement to obtain the company’s consent before shares can be sold or transferred. This consent process involves notifying the company and potentially other shareholders, who may have preemption rights (rights of first refusal) to buy the shares before they are transferred to a third party.
 
To accurately determine who owns shares in a Polish limited company, one should:
 

• Review all share transfer documents to confirm validity and effectiveness.
• Check the National Court Register for registered shareholders but verify with internal company records.
• Ensure that any share transfers comply with legal formalities and have been properly registered.

 
Conclusion
 
Buying shares in a Polish limited company is generally straightforward but involves complexities that require specialized legal expertise. The main challenge lies in verifying the legal title to the shares, which demands a thorough review of the entire history of share transfers to ensure compliance with all formal requirements and the company's consent procedures.
 
Woźniak Legal possesses the expertise and experience necessary to effectively assist you. Our lawyers can assist you in determining who owns the shares in a company by analyzing the company's share structure and ownership records.

Please contact us on office@woznialegal.com.
You can also email me directly on grzegorz.wozniak@wozniaklegal.com.