October 28, 2026
A buyer can acquire the machinery, stock and brand of a business and still lack the contracts or permissions needed to operate it. Equally, acquiring the company itself may preserve those arrangements while leaving historical liabilities inside it.
The structure of an acquisition determines much of what the buyer receives and what it must investigate before committing.
In Poland, the principal options are a share deal, involving shares in the company operating the business, and an asset deal, involving selected assets, an enterprise or an organised part of an enterprise.
Neither structure is inherently preferable: the choice should reflect what the buyer needs to acquire, preserve and protect.
Share deals: continuity comes with the company’s history
In a share deal, the target company remains the owner of its assets, the party to its contracts and the employer of its workforce. The buyer acquires an ownership interest, which may represent full ownership, control or a minority investment.
This continuity can be valuable where a business depends on numerous customer agreements, leases or licences. However, financing documents, commercial contracts and regulatory arrangements may contain change-of-control requirements. Notifications, consents or approvals may still be necessary.
The company also retains its existing liabilities. Unpaid taxes, employment disputes and contractual exposures can affect its value and operations after completion. Purchasing shares does not, by itself, make the buyer personally liable for every company debt, but it leaves the investment exposed to their consequences.
Due diligence must also establish that the seller owns the shares. As our article on verifying title to shares in a Polish sp. z o.o. explains, the National Court Register alone is insufficient.
Identified risks should inform the price and contractual protections. Warranties, specific indemnities, escrow arrangements and warranty and indemnity insurance may help, but their value depends on their scope, limitations and the practical availability of recovery.
Asset deals: define what the business needs to operate
An asset deal allows the buyer to select the assets or business activities it wants. That flexibility is particularly useful when acquiring one division of a larger company.
The challenge is establishing whether the acquired assets and arrangements will support the intended operations, either independently or within the buyer’s existing business.
A manufacturing division, for example, may depend on software licences, premises and administrative services retained by the seller. Those dependencies need to be transferred, replaced or covered by transitional arrangements.
Contracts and permits require individual assessment. Implementation may involve assignments, counterparty consents, debt assumptions or new agreements. Regulatory permissions may be transferable subject to conditions, or require fresh applications.
For each essential component, the parties should establish what must happen before completion and who is responsible.
Historical liabilities can follow an asset acquisition
An agreement excluding liabilities does not necessarily prevent creditors from pursuing the buyer.
Under Article 55⁴ of the Polish Civil Code, the buyer of an enterprise is jointly and severally liable with the seller for obligations connected with its operation, unless it was unaware of them despite exercising due care.
Liability is limited by reference to the enterprise’s value and cannot be excluded or restricted against a creditor without that creditor’s consent. Its application also requires consideration when acquiring an organised part of an enterprise.
Separate tax rules apply. Articles 112 and 306g of the Tax Ordinance address liability for qualifying tax arrears and the acquisition-specific certificate recording the seller’s arrears. The buyer generally benefits from protection against arrears omitted from that certificate.
Timing matters: a gap exceeding 30 days between issue and acquisition can expose the buyer to qualifying amounts arising in the intervening period. Obtaining the correct certificate should be part of completion planning.
Employees: the substance of the transfer matters
A share sale generally leaves employees with the same employer.
Where an asset deal constitutes a transfer of an undertaking or part of one under Article 23¹ of the Labour Code, the buyer generally becomes the employer by operation of law. The parties cannot override that consequence simply by agreeing to exclude particular employees.
Information must generally be provided at least 30 days before the anticipated transfer: to workplace trade unions under Article 26¹ of the Trade Unions Act, or directly to employees where the statutory non-union procedure applies. Planned measures affecting employment conditions may also require union negotiations.
Tax: classification changes the transaction’s economics
Share sales are generally outside VAT or exempt, depending on the circumstances. Civil-law transaction tax, known as PCC, generally applies at 1% of the shares’ market value, payable by the buyer, subject to exemptions.
Individual asset sales may attract VAT, commonly at 23%, although particular assets can receive different treatment. A qualifying transfer of an enterprise or organised part falls outside the scope of VAT.
Such transfers generally attract PCC on taxable assets and rights. The usual PCC rates are 2% for real estate and movable property and 1% for other property rights, subject to applicable exceptions.
Choose the structure with completion in mind
The structural choice should develop alongside due diligence and negotiations. Our guidance on carrying out successful due diligence explains why complete information and further investigation matter.
Buyers should establish which assets, contracts and permissions are essential; which historical exposures require protection; and which employee, tax and regulatory steps affect timing.
A successful acquisition leaves the buyer able to operate the intended business from completion, with its principal risks understood and addressed.
Woźniak Legal’s Corporate and M&A team advises on transaction structuring, legal due diligence, acquisition documentation and completion, helping buyers and sellers translate commercial objectives into workable terms.
The structure of an acquisition determines much of what the buyer receives and what it must investigate before committing.
In Poland, the principal options are a share deal, involving shares in the company operating the business, and an asset deal, involving selected assets, an enterprise or an organised part of an enterprise.
Neither structure is inherently preferable: the choice should reflect what the buyer needs to acquire, preserve and protect.
Share deals: continuity comes with the company’s history
In a share deal, the target company remains the owner of its assets, the party to its contracts and the employer of its workforce. The buyer acquires an ownership interest, which may represent full ownership, control or a minority investment.
This continuity can be valuable where a business depends on numerous customer agreements, leases or licences. However, financing documents, commercial contracts and regulatory arrangements may contain change-of-control requirements. Notifications, consents or approvals may still be necessary.
The company also retains its existing liabilities. Unpaid taxes, employment disputes and contractual exposures can affect its value and operations after completion. Purchasing shares does not, by itself, make the buyer personally liable for every company debt, but it leaves the investment exposed to their consequences.
Due diligence must also establish that the seller owns the shares. As our article on verifying title to shares in a Polish sp. z o.o. explains, the National Court Register alone is insufficient.
Identified risks should inform the price and contractual protections. Warranties, specific indemnities, escrow arrangements and warranty and indemnity insurance may help, but their value depends on their scope, limitations and the practical availability of recovery.
Asset deals: define what the business needs to operate
An asset deal allows the buyer to select the assets or business activities it wants. That flexibility is particularly useful when acquiring one division of a larger company.
The challenge is establishing whether the acquired assets and arrangements will support the intended operations, either independently or within the buyer’s existing business.
A manufacturing division, for example, may depend on software licences, premises and administrative services retained by the seller. Those dependencies need to be transferred, replaced or covered by transitional arrangements.
Contracts and permits require individual assessment. Implementation may involve assignments, counterparty consents, debt assumptions or new agreements. Regulatory permissions may be transferable subject to conditions, or require fresh applications.
For each essential component, the parties should establish what must happen before completion and who is responsible.
Historical liabilities can follow an asset acquisition
An agreement excluding liabilities does not necessarily prevent creditors from pursuing the buyer.
Under Article 55⁴ of the Polish Civil Code, the buyer of an enterprise is jointly and severally liable with the seller for obligations connected with its operation, unless it was unaware of them despite exercising due care.
Liability is limited by reference to the enterprise’s value and cannot be excluded or restricted against a creditor without that creditor’s consent. Its application also requires consideration when acquiring an organised part of an enterprise.
Separate tax rules apply. Articles 112 and 306g of the Tax Ordinance address liability for qualifying tax arrears and the acquisition-specific certificate recording the seller’s arrears. The buyer generally benefits from protection against arrears omitted from that certificate.
Timing matters: a gap exceeding 30 days between issue and acquisition can expose the buyer to qualifying amounts arising in the intervening period. Obtaining the correct certificate should be part of completion planning.
Employees: the substance of the transfer matters
A share sale generally leaves employees with the same employer.
Where an asset deal constitutes a transfer of an undertaking or part of one under Article 23¹ of the Labour Code, the buyer generally becomes the employer by operation of law. The parties cannot override that consequence simply by agreeing to exclude particular employees.
Information must generally be provided at least 30 days before the anticipated transfer: to workplace trade unions under Article 26¹ of the Trade Unions Act, or directly to employees where the statutory non-union procedure applies. Planned measures affecting employment conditions may also require union negotiations.
Tax: classification changes the transaction’s economics
Share sales are generally outside VAT or exempt, depending on the circumstances. Civil-law transaction tax, known as PCC, generally applies at 1% of the shares’ market value, payable by the buyer, subject to exemptions.
Individual asset sales may attract VAT, commonly at 23%, although particular assets can receive different treatment. A qualifying transfer of an enterprise or organised part falls outside the scope of VAT.
Such transfers generally attract PCC on taxable assets and rights. The usual PCC rates are 2% for real estate and movable property and 1% for other property rights, subject to applicable exceptions.
Choose the structure with completion in mind
The structural choice should develop alongside due diligence and negotiations. Our guidance on carrying out successful due diligence explains why complete information and further investigation matter.
Buyers should establish which assets, contracts and permissions are essential; which historical exposures require protection; and which employee, tax and regulatory steps affect timing.
A successful acquisition leaves the buyer able to operate the intended business from completion, with its principal risks understood and addressed.
Woźniak Legal’s Corporate and M&A team advises on transaction structuring, legal due diligence, acquisition documentation and completion, helping buyers and sellers translate commercial objectives into workable terms.
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