Transferring the company to the next generation, changing the ownership structure, establishing a family foundation or organising relations between shareholders require both legal and tax preparation.
LEGAL ADVISORY
Legal advisory
Legal decisions in an enterprise rarely concern only one area. A change in the ownership structure affects taxes, a transaction requires an assessment of financial risks, and a commercial dispute may affect relations with contractors, financing and the company's further operations.
We advise companies, capital groups, entrepreneurs and business owners on corporate, transactional, contractual and litigation matters. We combine the expertise of attorneys-at-law and advocates with the experience of our tax, financial and audit teams, which allows us to analyse the consequences of business decisions more broadly than solely from the perspective of legal provisions.
The first conversation is free of charge and confidential. We respond within one business day.
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Attorneys-at-law and advocates
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70+ specialists
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Law · Tax · Audit · Accounting
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Warsaw · Katowice · Bydgoszcz
On this page
STARTING POINT
What is your matter about?
Legal advisory may mean both a single transaction and many years of ongoing support for an enterprise. Indicate the situation closest to yours, and we will suggest where to start.
ADVISORY FOR COMPANIES
What does legal advisory for companies involve?
Legal advisory for companies involves preparing a business decision so that it is legally effective and practicable to implement. It does not begin with writing a document, but with understanding the entrepreneur's objective, the structure of the transaction, the relations between the parties and the risks that may arise after the decision is taken.
Depending on the matter, support includes, among other things:
- analysis of the company's legal situation
- selection of the appropriate structure for the transaction or reorganisation
- preparation of corporate documentation
- negotiation of contracts
- due diligence
- support for company bodies and owners
- representation in negotiations and disputes
- coordination of legal and tax aspects
- cooperation on international projects
In complex projects, it is important not only to ask "is such a solution legally possible?", but also "what will its consequences be for the company, the owners and its further operations?".
SCOPE OF SUPPORT
Scope of legal advisory services
Each of the areas below has a separate page describing the service, the way we work and the team.
Business succession
We help owners prepare the transfer of the business to the next generation, organise the ownership structure and management rules, and select solutions suited to the situation of the family and the business.
Family foundation
We advise on assessing whether it is justified to establish a family foundation, on preparing its articles of association and structure, and on the rules for managing assets and making distributions to beneficiaries.
View serviceReorganisation of companies
We support businesses in changes to their organisational and ownership structure, including the creation of groups of companies, taking into account the legal, tax and business consequences.
Transformation of a company
We analyse the possible options for changing the legal form, including converting a sole proprietorship into a company, we prepare the documentation and coordinate the conversion process.
Merger of companies
We advise on domestic and cross-border mergers, from selecting the structure through preparing the merger plan to conducting the corporate process.
Division of a company
We support the preparation and implementation of demergers, including demerger by separation and the spin-off of an organised part of the business.
Transactional advisory and M&A
We handle the acquisition and sale of businesses, shares and assets. We support the client from preparing the transaction, through negotiations, to the signing and performance of the contract.
Legal due diligence
We examine the legal situation of the business before the transaction, identify risks and assess their significance for the buyer, seller or investor.
Investment and shareholders' agreements
We prepare and negotiate documents setting out the rules of cooperation between shareholders, investors and founders, including decision-making, financing and exit mechanisms.
Commercial disputes and procedural law
We represent businesses in disputes arising from contracts, transactions, corporate relationships and day-to-day business activity.
CHANGES IN LAW
Changes in company and succession law worth knowing about
In recent years, the rules on companies and the transfer of assets have changed more than in the previous decade. Three changes are of direct relevance to the decisions owners and management boards are making today.
Family foundation: a new draft amendment on taxation
The family foundation has been part of Polish law since 22 May 2023 and has from the outset been one of the most frequently chosen succession tools. The amendment to the rules on its taxation, passed by the Sejm in autumn 2025, did not enter into force because of a presidential veto. On 13 August 2026, the Ministry of Finance presented a new draft. Among other things, it provides for excluding the CIT exemption for the disposal of property before the expiry of 36 months counted from the end of the year in which it was contributed, with the restriction to cover only property contributed, transferred or acquired after 31 December 2026.
The draft also assumes an increase in the tax rate on benefits paid to beneficiaries from 15 to 19 per cent from 1 January 2027. This is still a draft, not law in force, but it already affects decisions on when to contribute assets to a foundation.
Demerger by separation and cross-border operations
Since 15 September 2023, the Commercial Companies Code has provided for demerger by separation. The company being divided transfers part of its assets to a receiving or newly formed company, and the shares or stock in that company are acquired by the company being divided itself, not by its shareholders. The same amendment comprehensively regulated cross-border conversions, mergers and demergers of companies. In practice, this opened up new ways of organising capital groups, including separating business activities into subsidiaries.
Holding law
Since 13 October 2022, the Commercial Companies Code regulates the operation of a group of companies. A parent company participating in a group of companies may issue binding instructions to subsidiaries concerning the conduct of their affairs, if the interest of the group so requires. The provisions also set out the rules for protecting minority shareholders and creditors of the subsidiary. Participation in a group of companies requires a resolution to be adopted and disclosed in the National Court Register.
Legal status as at 24 September 2026
WHEN WE HELP
When do companies use legal advisory services?
Most often when a business decision starts to have consequences that should not be assessed on the basis of a single document or a single provision alone.
- 01Owners are planning to transfer the business to their children or to change the ownership structure
- 02The company is considering a conversion, merger, demerger or other reorganisation
- 03An investor is planning to acquire a business or shares
- 04The owner is preparing the company for sale
- 05A new investor or shareholder is to join the company
- 06A conflict arises between shareholders concerning management or ownership
- 07The company is entering into a significant commercial or investment contract
- 08The counterparty is not performing the contract or a dispute arises concerning its interpretation
- 09The business is starting operations in a new country or carrying out a cross-border project
- 10The management board needs ongoing support with current legal decisions
The opportunity to choose the best solution is greatest before signing a contract, starting a reorganisation or a dispute arising.
MODEL OF COOPERATION
What does the cooperation look like?
We tailor the scope of support to the specific situation. In practice, projects most often fall within one of three models.
Ongoing legal support
Current consultations, drafting and reviewing contracts, corporate services, support for the company's bodies and assistance with decisions arising in day-to-day operations. Ongoing cooperation allows the team to get to know the company's operating model and respond without having to build the context from scratch each time.
A project with a defined scope
An M&A transaction, reorganisation, succession, establishment of a family foundation, due diligence or preparation of an investment agreement. At the outset we define the scope of the project, the team's responsibilities, the timetable and the way we will work together.
Representation in a dispute
We analyse the situation, the evidence and the possible scenarios. We support negotiations and represent the client in court proceedings or before the competent authority.
INTERDISCIPLINARY APPROACH
A legal matter rarely ends with the law
The sale of a company has tax consequences. A reorganisation requires balance-sheet and corporate analysis. Succession concerns ownership, taxes and family relationships at the same time. A dispute may affect financial liquidity and relationships with banks and counterparties.
The goal is a solution that can actually be implemented in the business, not merely correctly described in an opinion.
TEAM EXPERTISE
- 01Attorneys-at-law and advocates
- 02Tax advisers
- 03Statutory auditors
- 04Financial experts
- 05Transaction advisers
WHY RUSSELL BEDFORD
Why Russell Bedford?
Law analysed together with tax and finance
In many projects, a legal structure cannot be assessed without taking into account its tax, accounting and financial consequences.
Support from decision to implementation
We take part in a project from the analysis of possible options, through the preparation of documentation and negotiations, to the implementation of the adopted solution.
Experience in corporate and transactional projects
The team handles matters relating to ownership changes, reorganisations, transactions and the day-to-day operation of businesses.
International support
Russell Bedford Poland is part of Russell Bedford International, thanks to which, in projects covering more than one jurisdiction, we cooperate with advisers from other countries.
TEAM
Legal project team
Izabela Podleśna
Attorney-at-law | Director, Legal Department Russell Bedford Poland
Izabela Podleśna is an attorney-at-law and a Director at Russell Bedford Dmowski i Wspólnicy Kancelaria Adwokacka S.K.A. She has over 13 years of experience in legal advisory, in particular in corporate services, reorganisations and M&A transactions. She advises Polish and international entrepreneurs, capital groups and other ownership structures.
She specialises in corporate reorganisations, transactions involving the acquisition and disposal of assets and shares, ongoing corporate services and due diligence.
Specialisations
- Corporate reorganisations
- Mergers and acquisitions (M&A)
- Transactions involving the acquisition and disposal of assets and shares
- Ongoing corporate services for entrepreneurs
- Due diligence
- Acquisition transactions and investments VC
- Business succession
- Protection of family assets
- Family foundations
Paweł Stelmach
Attorney-at-law | Manager, Russell Bedford Poland
Paweł Stelmach is an attorney-at-law and a Manager at Russell Bedford Dmowski i Wspólnicy Kancelaria Adwokacka S.K.A. He has over 15 years of professional experience, gained at international advisory firms, law firms and in the justice system.
He specialises in commercial, business and civil law. He advises Polish and international clients on the establishment, recapitalisation and restructuring of business entities, ownership and capital reorganisations and M&A transactions.
Specialisations
- Commercial law
- Business law
- Civil law
- Business restructurings
- Ownership and capital reorganisations
- Mergers and acquisitions (M&A)
- Ongoing corporate services
- Due diligence
- Transformations, divisions and mergers of companies
- Civil-law contracts
- Labour law
- Representation before public administration authorities and courts
Tomasz Mankiewicz
Advocate | Director, Legal Department Russell Bedford Poland
Tomasz Mankiewicz is an advocate and a Director in the Legal Department of Russell Bedford. He heads a team of lawyers providing comprehensive legal services to entrepreneurs, in particular in the areas of ongoing legal services, corporate law, mergers and transformations of commercial companies.
He coordinates projects covering issues of commercial and tax law, taking into account potential legal and tax risks and the protection of clients' interests.
Specialisations
- Corporate law
- Mergers and acquisitions (M&A)
- Restructurings
- Transformations of commercial companies
- Liability of members of the management boards of capital companies
- Due diligence
- Ongoing legal services for entrepreneurs
- Civil proceedings
- Commercial proceedings
- Criminal proceedings
PROJECTS
Selected legal projects
Due to confidentiality, we present projects without indicating client names.
M&A · Sale of a company or assets
Support for owners in the sale of a business, including in the veterinary sector, covering the preparation of the process, cooperation in due diligence, negotiation of transaction documentation and closing.
Legal advisory for a Dutch company in the manufacturing sector on commencing operations in Poland, from the selection of a suitably tailored legal and tax structure to ensuring the Client full operational capability of its business in Poland.
Conducting share transactions, including in the computer software sector and the architectural sector, and asset transactions, including in the development sector, through the spin-off of an organised part of the business, each time safeguarding the interests of the party to the transaction represented.
Representation of a Client running an agricultural holding, acting on the seller's side, in a transaction for the disposal of the agricultural holding to an individual farmer.
Reorganisation · Change of the structure of a capital group
Legal advice on changing the structure of a group comprising several entities, including limited liability companies and a joint-stock limited partnership, consisting in the conversion of a partnership into a capital company, the merger of two capital companies and the liquidation of capital companies, together with the preparation of comprehensive corporate documentation and coordination of tax aspects.
Legal advice for entrepreneurs conducting sole proprietorships regarding conversion into a limited liability company, together with coordination of tax aspects, and carrying out conversions, mergers and divisions of commercial law companies, including from the transport sector.
Shareholders · Entry of an investor into a company
Preparation and negotiation of the terms of entry of a new foreign investor into a company in the food processing sector, including determination of the financing method, the rules for taking key decisions and the exit mechanisms from the investment.
Preparation of the equity entry of a new investor into a company in the architectural sector, including negotiation of amendments to the provisions of the existing company agreement and preparation of comprehensive corporate documentation.
Ongoing corporate services for companies · advice for management boards, supervisory boards and shareholders
We provide comprehensive legal support regarding the functioning of commercial law companies at every stage of their activity.
We prepare resolutions of company bodies and minutes of their meetings, we organise and service shareholders' meetings and general meetings, we advise on corporate governance, and we create and update internal rules and policies.
Dispute proceedings
We conduct complex court proceedings in commercial, corporate and contractual matters, in particular concerning significant asset values and the key interests of enterprises and their owners.
We represent Clients, among others, in disputes concerning:
- non-performance or improper performance of commercial contracts,
- payment and settlements between entrepreneurs,
- liability for damages and claims for loss,
- disputes between shareholders and stockholders,
- liability of management board members and persons performing functions in company bodies,
- infringement of the rights and interests of the company,
- investment and ownership disputes,
- implementation and settlement of complex business undertakings,
- disputes concerning key assets of an enterprise,
- securing claims and actions taken before the initiation of proceedings.
We begin every case with a detailed analysis of the facts, the documentation, the evidence and the potential litigation risks. On that basis we develop a strategy for the proceedings, covering both an assessment of the merits of the claims and the selection of the appropriate legal measures and the manner of conducting the evidentiary proceedings.
We provide comprehensive representation at every stage of a dispute — from pre-litigation actions, through negotiations and attempts at an amicable resolution of the conflict, to proceedings before the court of first and second instance and, where justified, also before the Supreme Court or an arbitration court.
In matters of particular importance to the Client, we ensure the direct involvement of experienced lawyers, efficient communication and ongoing assessment of the litigation situation. Our aim is not only to conduct the proceedings, but above all to consciously manage legal risk and protect the Client's interests in business terms.
Sample cases include in particular: multi-million contractual disputes, conflicts between shareholders, damages claims related to the enterprise's activity, disputes concerning the liability of management board members, as well as proceedings concerning significant assets and business undertakings.
FAQ
Frequently asked questions about legal advice for companies
OTHER AREAS
Other areas of support
Tax advisory
Transfer pricing, withholding tax, audits and proceedings, tax planning.
View serviceRestructuring and insolvency
Support for businesses at risk of insolvency and for their creditors.
View serviceAudit
Audits of financial statements and assurance services.
CONTACT
Let us start with the objective, not with a ready-made solution.
Describe the company's situation, the planned transaction, a change of ownership or the stage of a dispute. We will select people with the right expertise and indicate possible next steps.
+48 22 276 61 80office@russellbedford.plThe information presented on this website is of a general nature and does not constitute legal advice. An assessment of a specific situation requires an analysis of its individual circumstances.
Legal status of the sections concerning legislative changes: 24 September 2026.