Cross-border transformation involves transferring the registered office of a Polish company to
another EU member state and changing its legal form to a foreign one, while maintaining continuity
of operations. The process does not involve the dissolution of the company or liquidation, and its
details are set out in regulations, including Directive (EU) 2017/1132. A Polish company cannot
proceed with cross-border transformation if it is in liquidation or is subject to bankruptcy
proceedings.
Cross-border transformation is a complex process that involves several stages:
- Preparation of the transformation plan – A transformation plan and reports to
shareholders and employees must be prepared. In some cases, the plan is subject to
examination by an expert. - Shareholder resolutions – Once the plan has been prepared, the company’s
shareholders must pass the appropriate resolutions regarding the conversion. - Judicial-registration stage – At this stage, the transformed company applies to the registry
court for a certificate that the transformation complies with Polish law. After obtaining this
certificate, the company can apply for registration in the new member state.
In addition, as part of cross-border transformation, it is required to obtain a certificate that the
procedure complies with Polish law. After the transformation process, shareholders will be subject
to the laws of the country in which the cross-border transformation was registered , which involves
a change in their legal position. In order to protect shareholders, mechanisms have been put in
place to protect their rights in the process.