A German holding company decides to absorb its Polish subsidiary rather than maintain a dual-entity structure. The paperwork looks manageable at first glance. Then the team discovers pre-merger certificates, employee information obligations, creditor protection windows, and a National Court Register (KRS) filing queue that stretches weeks – all running in parallel across two jurisdictions.
A cross-border merger under the EU Mobility Directive allows companies from different EU member states to merge into a single entity, with the absorbing or newly formed company registered in one jurisdiction. In Poland, the procedure is governed by the Kodeks spółek handlowych (Commercial Companies Code, KSH) as amended to implement Directive 2019/2121/EU, and supervised by the KRS and the relevant district court. The process involves a minimum 30-day creditor protection window and requires a pre-merger certificate from the court of the departing entity before registration can proceed in the destination state.
This page explains the full procedure: the regulatory framework in Poland, the key instruments and filing sequence, the most common pitfalls for inbound and outbound transactions, and the cross-border considerations that affect German, Romanian, Hungarian, and other EU-based groups restructuring through Poland. A self-assessment checklist closes the guide.
What does the EU Mobility Directive change for Polish companies?
The Directive introduced a harmonised framework for three types of cross-border operations: mergers, divisions, and conversions. For Polish entities – primarily spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) and spółka akcyjna (joint-stock company, SA) – the implementing amendments to the KSH took effect in late 2023. The changes materially affect both inbound mergers (a foreign company absorbing a Polish entity) and outbound mergers (a Polish company absorbing a foreign entity).
Before the Directive, cross-border mergers relied on a patchwork of national rules and bilateral coordination. Now, a defined sequence applies. The departing entity's court issues a pre-merger certificate within 90 days of the application. That certificate is the gateway to registration in the destination state. Polish courts acting as the destination authority must register the merger within a further defined period, and the KRS updates the register accordingly.
Three institutional actors matter most in the Polish leg of any cross-border merger. The KRS handles registration. The district court (sąd rejonowy) with jurisdiction over the company's registered office reviews the pre-merger certificate application. The Zakład Ubezpieczeń Społecznych (Social Insurance Institution, ZUS) must be notified of any change in the employer of record. Understanding which body handles which step – and in what sequence – prevents costly delays.
- Pre-merger certificate issued by the departing entity's court
- Merger plan published and made available to shareholders, creditors, and employee representatives
- 30-day creditor protection window running from publication
- General meeting resolution approving the merger plan (typically requiring a supermajority)
- Registration in the destination state following receipt of the pre-merger certificate
How does the merger procedure work step by step in Poland?
The procedure opens with the merger plan – a joint document prepared by the management boards of all participating companies. Under the KSH, the plan must cover the share exchange ratio, the rights of minority shareholders, the treatment of special rights, and the anticipated timetable. Polish law requires the plan to be submitted to the KRS for publication at least 30 days before the general meeting that will vote on it. That 30-day window is also the creditor protection period: any creditor may apply to the court for security within this time.
We secured a reversal of a disputed creditor security application that threatened to delay a merger timeline for a manufacturing client in the Mazowieckie region (autumn 2025). The court accepted our argument that the creditor's claim was already secured by existing collateral, cutting a potential three-month delay to under four weeks.
After the creditor protection window closes, the general meeting votes. The KSH requires a majority of at least two-thirds of votes cast for sp. z o.o. entities; the articles of association may set a higher threshold. For SA companies, the same two-thirds supermajority applies unless the articles require more. If employee participation rights are triggered – which happens when the departing or destination company has more than 50 employees – a special negotiating body must be established before the general meeting, adding up to six months to the timeline in contested cases.
Once the general meeting approves the plan, the departing entity's court reviews the procedure for compliance with national law and issues the pre-merger certificate. The certificate is valid for six months. The destination state's court then verifies that all conditions for registration are met and enters the merger in its register. From that moment, the merger takes effect: assets, liabilities, and legal relationships transfer by operation of law to the surviving entity.
What are the key pitfalls in cross-border M&A through Poland?
Due diligence Poland-side often reveals contingent liabilities that were not visible in the group's consolidated accounts. Tax exposures – particularly VAT adjustments on real property and transfer pricing corrections – can survive the merger and bind the successor entity. Under Polish tax law, the successor assumes all tax obligations of the absorbed company. A thorough due diligence process before signing the merger plan is therefore essential, not optional.
Our team obtained interim measures protecting assets worth over EUR 4m for a Luxembourg investor's Polish subsidiary in Silesia (spring 2026), after a pre-merger due diligence uncovered an undisclosed tax audit in progress. Acting before the merger plan was signed preserved the client's negotiating position entirely.
A second common pitfall is the employee information and consultation obligation. Polish law requires written information to be provided to employee representatives – or directly to employees where no representatives exist – at least 30 days before the general meeting. Failure to meet this deadline does not automatically invalidate the merger, but it exposes the company to employment claims and can trigger injunctive proceedings that freeze the KRS filing. The risk is highest in transactions where the Polish entity has a works council or trade union.
A third pitfall involves the exchange ratio. Where the merger involves minority shareholders in the Polish entity, the exchange ratio must be independently verified by a court-appointed auditor. That review takes a minimum of 30 days. Groups that underestimate this step often find their entire timeline compressed at the back end, when courts and notaries have limited availability.
- Unresolved tax audits binding the successor entity
- Employee consultation deadlines missed before the general meeting
- Exchange ratio audit adding 30-plus days to the schedule
- Creditor security applications pausing KRS registration
- Pre-merger certificate expiry if destination-state registration is delayed
For groups comparing a merger with a branch or subsidiary structure as an alternative entry or restructuring route, our analysis of branch versus subsidiary options for Romanian groups sets out the structural trade-offs in detail.
How do cross-border considerations differ for German, Hungarian, and other EU groups?
The Directive creates a common framework, but national implementing rules still diverge in ways that matter. For German groups using a GmbH or AG, the merger must also comply with the Umwandlungsgesetz (German Transformation Act). German law imposes its own employee co-determination rules, which interact with the Polish special negotiating body procedure. Where the German entity has a supervisory board with employee representatives, the merger plan must address the continuation of those rights in the surviving entity – a point that Polish counsel and German counsel must coordinate explicitly.
For Hungarian groups, the M&A Poland landscape presents a different challenge. Hungarian company law requires a court non-objection certificate before the pre-merger certificate can be issued, adding a layer that does not exist in the Polish procedure. Groups restructuring through Poland that have a Hungarian leg should build at least an additional 45 days into their timeline for the Hungarian court step alone.
Romanian groups face a related issue around capital requirements. If the surviving entity is a Polish sp. z o.o., the minimum share capital is PLN 5,000 – far below Romanian thresholds for equivalent entities. That differential can create problems when Romanian creditors or regulators assess the successor's solvency. Our analysis of branch versus subsidiary options for Hungarian groups addresses analogous capital structure questions that arise in multi-jurisdiction restructurings.
For groups that need to stabilise a Polish entity's finances before proceeding with a cross-border merger, the simplified arrangement proceedings under Polish restructuring law offer a fast-track route to creditor consensus – sometimes completing in under four months – without triggering the full insolvency procedure that would complicate or block a merger.
In all cross-border scenarios, the law firm Warsaw-side must coordinate the Polish KRS filing with counsel in the other jurisdiction. Timing mismatches – where the pre-merger certificate expires before the destination court processes the application – are the single most common cause of failed or restarted merger procedures.
What should you prepare before launching a cross-border merger?
Preparation is where most transactions are won or lost. A merger plan that is incomplete, or a due diligence that misses a pending ZUS audit, creates problems that cannot be fixed once the 30-day creditor window is running. The checklist below reflects the preparation steps that our practice consistently identifies as critical for Polish-leg transactions.
Start with corporate housekeeping. The Polish entity's KRS registration must be fully up to date – any outstanding filings (changes in management, registered office, or share capital) must be completed before the merger plan is submitted. Courts will not issue a pre-merger certificate for a company with open KRS discrepancies. This step alone can take four to six weeks if there are historic filing gaps.
Tax exposure mapping is the second preparation pillar. This means reviewing open VAT periods, checking for any transfer pricing adjustments that could bind the successor, and confirming that all ZUS contributions are current. A clean tax standing certificate from the Urząd Skarbowy (Tax Office) is not legally required in all cases, but it materially accelerates the court's pre-merger certificate review.
- Confirm KRS registration is current with no outstanding filings
- Map open tax exposures: VAT, transfer pricing, ZUS contributions
- Identify employee representatives and calculate consultation deadlines
- Instruct a court-approved auditor for the exchange ratio review if minority shareholders are present
- Coordinate pre-merger certificate timing with destination-state counsel
Finally, set up company Poland governance documents – articles of association, shareholders' agreements, and any side letters – must be reviewed for change-of-control clauses, merger restrictions, or consent requirements. These provisions, if triggered, can require separate shareholder or third-party approvals outside the statutory merger procedure.
If your group is considering a cross-border merger into or out of Poland, the specific facts of your transaction determine which risks are material and which steps can be accelerated. A tailored review of the merger plan and due diligence scope before the process starts is the most effective use of legal budget at this stage.
To receive an expert assessment of your cross-border merger structure, contact info@kordeckipartners.com.
Frequently asked questions
Q: How long does a cross-border merger involving a Polish entity typically take from start to finish?
A: For a straightforward inbound merger with no employee participation complications and no creditor security applications, the Polish leg typically takes four to six months from submission of the merger plan to KRS registration of the completed merger. Where employee consultation is required or an exchange ratio audit is needed, add a further two to four months. Multi-jurisdictional transactions with a German or Hungarian leg should budget eight to twelve months in total.
Q: Does the successor company automatically inherit all tax liabilities of the absorbed Polish entity?
A: Yes. Under Polish tax law, the successor entity assumes all tax obligations of the absorbed company by universal succession. This includes open tax years, pending audits, and any transfer pricing corrections not yet assessed. This is a common misconception – some clients assume that a merger "resets" the tax position. It does not. A thorough tax due diligence before signing the merger plan is the only reliable way to quantify this exposure before it becomes the successor's problem.
Q: What is the minimum share capital required for a surviving Polish sp. z o.o. after a cross-border merger?
A: The minimum share capital for a Polish sp. z o.o. is PLN 5,000, regardless of how the entity was formed or whether it resulted from a merger. However, if the merger plan involves a capital increase in the surviving entity – for example, to issue new shares to shareholders of the absorbed company – the increase must be registered with the KRS and notarised. The notarial deed and KRS registration add cost and time that should be built into the project budget from the outset.
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 cross-border mergers, M&A transactions, and corporate restructuring. 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.