A Scandinavian private equity fund identified a mid-sized Polish logistics company as a platform acquisition. The target operated through a spółka z ograniczoną odpowiedzialnością (private limited liability company, sp. z o.o.) registered in the National Court Register (KRS). Initial financials looked clean. Then due diligence began – and the picture changed.

Due diligence for Polish acquisition targets must cover corporate, tax, employment, real estate, and regulatory layers simultaneously. The National Court Register (KRS), the Polish Financial Supervision Authority (KNF), and the Central Register of Beneficial Owners (CRBR) each hold data that can materially affect deal pricing or kill a transaction entirely. A well-scoped review typically runs four to eight weeks and costs between EUR 30,000 and EUR 120,000 in professional fees, depending on target complexity.

This case study traces how our team structured the review, what we found, how we renegotiated deal terms, and what any acquirer targeting a Polish company should take from the experience. The article covers four phases: background, strategy, process, and lessons.

What was the background of the Polish acquisition target?

The target was a logistics operator based in Mazowieckie, generating annual revenue near PLN 45m. It had operated for eleven years under sp. z o.o. form. Its management board consisted of two Polish nationals. The fund's investment thesis relied on the company's road transport licences and a long-term warehouse lease – both of which turned out to carry hidden conditions.

The seller presented audited accounts and a clean KRS printout. Neither document revealed that the company had restructured a related-party loan eighteen months earlier. That restructuring had transfer pricing implications the seller had not disclosed. Our team flagged this within the first week of document review, before any price was locked.

The company also employed forty-three drivers, several of whom held contracts classified as civil-law agreements rather than employment contracts. Under Polish labour law, misclassification of this kind triggers back-payment of social security contributions, potentially covering a three-year lookback period. The exposure here exceeded PLN 800,000 before penalties.

  • Eleven-year operating history with two ownership changes
  • Road transport licences tied to specific named drivers
  • Warehouse lease with a break clause exercisable by the landlord on change of control
  • Undisclosed related-party restructuring with transfer pricing exposure
  • Worker misclassification affecting forty-three individuals

How did we scope and structure the diligence strategy?

Scoping a Polish M&A review requires mapping risk against deal structure from day one. The fund was acquiring 100% of shares in the sp. z o.o. – meaning it would inherit all historical liabilities, not just forward-looking ones. That single structural fact expanded the diligence mandate considerably. Share deals in Poland carry no automatic liability firewall.

We organised the review into five workstreams: corporate and KRS, tax and transfer pricing, employment, real estate and licences, and regulatory. Each workstream had a lead and a defined list of questions to answer within the first two weeks. Parallel workstreams cut elapsed time without cutting depth.

For transfer pricing, we cross-referenced the related-party loan against the safe harbour thresholds available under Polish tax law. For a detailed analysis of those thresholds, see our article on transfer pricing safe harbours under Polish law. The restructured loan did not qualify for safe harbour treatment, meaning the tax authority could challenge the arm's-length nature of the transaction going back five years.

We also reviewed the CRBR filing. The beneficial ownership chain included a Cypriot holding entity. That entity had not updated its CRBR registration following a shareholder change fourteen months earlier – a direct breach of Polish anti-money-laundering legislation, carrying a potential fine of up to PLN 1m.

What did the diligence process uncover and how did we respond?

We secured a reversal of a proposed price reduction exceeding PLN 3.2m for the fund in Mazowieckie (spring 2026). Our approach was to present each finding with a quantified risk range rather than a binary pass/fail. That framing allowed commercial negotiation rather than deal collapse.

The warehouse lease was the most urgent issue. The landlord's break right was exercisable within thirty days of a change of control notice. We negotiated a landlord waiver as a condition precedent to closing. Without that waiver, the fund's entire logistics thesis – built on that warehouse – would have been worthless on day one post-acquisition.

On worker misclassification, we obtained tax indemnities from the seller covering the three-year lookback window. The indemnity was capped at PLN 1.2m and backed by an escrow holdback of PLN 600,000 for eighteen months post-closing. That structure is now standard in our Polish employment diligence playbook.

What are the transferable lessons for acquirers of Polish companies?

Polish acquisitions carry structural features that differ materially from Western European norms. Three lessons from this matter apply to virtually every inbound deal. First, KRS filings are not the whole picture. The register records corporate facts but not commercial arrangements. Related-party transactions, informal shareholder agreements, and undisclosed pledges over shares all sit outside the KRS and require active investigation.

For funds considering entry through a subsidiary rather than a share acquisition, the structural comparison in our article on branch vs. subsidiary in Poland sets out the liability implications clearly. And for investors choosing between sp. z o.o. and spółka akcyjna (joint-stock company, S.A.) for post-acquisition holding structures, our sp. z o.o. vs. S.A. decision matrix provides a structured comparison.

Second, employment misclassification is endemic in Polish logistics, construction, and IT services. Any target with civil-law contractors should be treated as presumptively exposed until proven otherwise. The Social Insurance Institution (ZUS) has intensified audit activity since 2023, and reclassification orders are retroactive.

Third, CRBR compliance is a closing condition, not a formality. A non-compliant beneficial ownership filing exposes the target – and potentially the acquirer post-closing – to regulatory fines. Remediation takes between seven and fourteen days. Build that window into your timeline.

What to prepare before launching Polish acquisition diligence:

  • Full KRS extract plus all historical deed amendments
  • CRBR filing and beneficial ownership chain documentation
  • All related-party agreements for the preceding five years
  • Employment contracts and civil-law agreements for all workers
  • Licences, permits, and any change-of-control clauses in material contracts

The specific risks in any Polish acquisition depend on the target's sector, ownership history, and deal structure. Missing one layer – particularly on tax or employment – forfeits negotiating leverage that cannot be recovered after signing.

To receive an expert assessment of your Polish acquisition target, contact info@kordeckipartners.com.

Frequently asked questions

Q: How long does due diligence typically take for a Polish sp. z o.o. acquisition?

A: For a mid-sized target with revenues between PLN 20m and PLN 80m, a full-scope review typically runs four to six weeks from data room opening to final report. Compressed timelines of two to three weeks are possible for focused reviews, but they require parallel workstreams and carry the risk of missing secondary issues. Budget at least one additional week if the target has related-party transactions or non-standard employment arrangements.

Q: Is it a misconception that a clean KRS filing means the company has no hidden liabilities?

A: Yes – this is the single most common misconception among first-time acquirers in Poland. The National Court Register records corporate structure and formal resolutions, not commercial obligations or tax positions. Undisclosed pledges over shares, unregistered usufruct rights, and informal shareholder arrangements are all legally valid in Poland without appearing in the KRS. A diligence review must go beyond the register to contractual and fiscal records.

Q: What does a typical Polish M&A diligence engagement cost?

A: Professional fees for legal due diligence on a Polish acquisition target range from approximately EUR 30,000 for a focused review of a small company to EUR 120,000 or more for a full-scope engagement on a complex target with multiple subsidiaries or regulatory licences. Tax diligence is typically scoped and priced separately. The cost of diligence is almost always lower than the cost of a single undetected liability post-closing.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to corporate transactions and M&A due diligence. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.