Company law - NLK LawKancelaria Prawnicza Nowotnik Lipski Szafrański

In our opinion, it is impossible to provide highest-quality consulting services in commercial law without in-depth expertise in company law, and commercial companies law in particular. Legal form and organisation of companies might be as diverse as their business activity.

We provide advice on choosing the best legal form for the company, the optimal organisation of its capital, the relations between the management board and the shareholders’ meeting or the supervisory board. Thus, we provide legal assistance during establishment of a company, its ongoing operations (corporate advisory services) and during its termination (usually liquidation). Our experience includes both simple cases of establishment of a limited liability company or a partnership with the use of a standard template and more demanding, non-standard cases with an individually negotiated articles of association. We helped establish a few dozen limited liability companies, limited partnerships and general partnerships. We helped establish private partnerships for the needs of foreign consortia. We also established and liquidated about a dozen branches of foreign entrepreneurs. We prepared not only articles of association, but also additional agreements between partners. We consulted management boards of limited liability companies in how to safely shape their relations with the company and the shareholders. We represented partners in disputes with other partners, including preparation of motions for registration courts to convene shareholders’ meetings. We prepared statements of claim based on Article 299 of the commercial companies code (personal liability of management board members). We have helped exercise pre-emption rights in limited liability companies and drag-along rights. We have drawn up resolutions of the general meeting of shareholders and of the supervisory board of a joint-stock company. We provided opinions on solutions in situations of conflict between shareholders and in situation of the danger of insolvency (necessity to inject capital or convert liabilities into capital). We participated in mergers of joint-stock companies (including downstream mergers) and in transformation of joint-stock companies or limited joint-stock companies into limited partnerships. We developed merger plans and transformation plans. We draw up, on an ongoing basis, resolutions for ordinary and extraordinary meetings of shareholders.