WEBINAR: Four Procedural Traps When Buying Shares in a Polish sp. z o.o.

In Polish M&A, “procedural traps” are not just commercial risks; they are formal legal requirements whose breach can render a share transfer void or ineffective, or even trigger personal liability for the buyer or the management board.
Because many of these requirements are purely formal (notarisation, entries in registers, consents, filings), they are easy to overlook in cross‑border transactions where parties tend to focus on price and warranties.
 
How can these traps be avoided?
 
Our M&A expert, Grzegorz E. Woźniak, will discuss four common procedural traps when buying shares in a Polish sp. z o.o. in a webinar on 13 August at 12:00 AM CET.
 
1. Agenda 
 

• Introduction
• Four common traps
• Q&A

 
2. What “procedural traps” means?
 
In Polish M&A, “procedural traps” are not just commercial risks; they are formal and legal requirements whose breach can:
 
(i)  render the share transfer void or ineffective or
 
(ii)  trigger personal liability for the buyer or the management board, or
 
(iii)  cause tax, registration, or enforcement problems later (e.g. during exit).
 
Because many of these are formalities (notarisation, registers, consents, filings), they are easy to overlook in cross‑border deals where parties focus on price and warranties.
 
 
3. What are the typical requirements for a valid share transfer in Poland?
 
Transfer of shares in a sp. z o.o. must be made in writing with signatures certified by a public notary (forma pisemna z podpisami notarialnie poświadczonymi) otherwise it is void.
 
 
4. The most common trap: ignoring restrictions on share transfer in the articles of association
 
Trap: Assuming shares can be freely sold without checking the company’s articles of association.
 
Rule: The articles may impose:
 
1. a requirement for company consent to any share transfer,
 
2. pre‑emption rights for existing shareholders, or
 
3. other restrictions (e.g., approval by a specific corporate body).
 
If such consent or pre‑emption procedures are not followed, the transfer can be void even if you paid the price and signed all the documents.
 
What to do:
Before signing, obtain and review the current articles; secure any required consents in the correct form.
 
 
5. Skipping or superficial due diligence on the share title and KRS data
 
Trap: Relying only on a KRS extract without checking: whether the seller is the true owner of the shares,
 
Why it matters:
Even if the SPA is valid, defects in title or undisclosed pledges can lead to disputes, enforcement against the shares, or difficulties in registering the change.
 
What to do:
Before signing, review all historical share transfers.
 
 
6. Preparing wrong power of attorneys for people who sign the share transfer documents
 
Trap: Lack of cooperation between lawyers from various jurisdictions in preparing and executing the POA
 
Because transfer of shares in a sp. z o.o. must be made in writing with signatures certified by a notary, the power of attorney must be made in the same form.
If we have a chain of POAs, each of them must be made in the same form.
 
 
7. Overlooking the requirement that title to the shares passes to the buyer only if both parties sign the agreement with notarised signatures
 
Trap: Assuming that any defects in the share transfer or in the powers of attorney can be cured later and given retroactive effect by backdating documents.
 
Why it matters:
If the parties have to re‑sign or confirm the signatures later, the transaction will take effect from the date of that confirmation, since the confirmation must also be executed with notarised signatures.
 
 
8. Q&A
 
Our webinar will be available on YouTube on our channel: https://www.youtube.com/@wozniaklegal

YOU MAY VIEW IT ON OUR WEBSITE