Division is one of the methods to change the company's capital and assets structure which requires proper preparation and implementation.
We have advised on a number of divisions of companies or separation of assets from one company to an existing or newly formed company. Our lawyers acted as legal coordinators in complex transformations and divisions of the biggest companies in the energy sector in Poland, division by spin-off in a company being the leading manufacturer of sanitary ware in Poland and reorganisation of an IT company by separation of its service activities from the infrastructure owned by the company.
We provide assistance with:
- determination of the optimum legal structure of a company or a group of companies and the method of achieving it, with specific ownership and management assumptions taken into account
- analysis of (both legal and tax) implications of division for the company being divided, recipient companies as well as shareholders of those companies
- analysis of benefits and potential risks related to the proposed division and of special legal aspects related to the separated or distributed assets of the company being divided
- legal implementation of the entire process of division of companies, effected either by separation or spin-off to existing or newly formed companies
- drafting the division plan, notifications to shareholders, resolutions of companies and reports of management boards specifying reasons for the division
- preparation and implementation of the division timetable in cooperation with other entities involved in the division process, including experts verifying the division plan, etc., and with registering the division on the scheduled date
- drafting articles of association or statutes of the company being divided and recipient company/-ies, with specific ownership and asset relationships taken into account
- coordination of the process of transfer of assets from the company being divided to the recipient company after the division is entered in the register of entrepreneurs of the National Court Register (KRS)
Contact us if you are interested in any of the aforementioned issues.