Knowledge Base / Business acquisitions
Buying a business in Poland: a guide for foreign investors
Buying a business in Poland? Compare share and asset deals, purchaser liability, due diligence, approvals and the steps towards a safe closing.
Buying a Polish business starts with deciding what you intend to acquire. Purchasing shares in a company, purchasing its operating enterprise and buying selected assets produce different legal effects. For an overseas investor, that choice affects due diligence, the allocation of historic risks and the documents needed to complete the investment.
This guide focuses on an ordinary negotiated transaction. A purchase from a bankruptcy trustee follows a different framework, explained in our guide to bankruptcy asset sales.
Shares, an enterprise or individual assets?
In a share deal, the buyer becomes a shareholder. The company continues to own its property and remain party to its contracts and liabilities. Historic liabilities therefore remain within the acquired company. Review transfer restrictions, corporate approvals and change-of-control clauses rather than assuming that all contracts will continue unchanged.
In an enterprise acquisition, the buyer acquires an organised business made up of tangible and intangible components. Articles 55¹–55² of the Polish Civil Code define the enterprise and the scope of the transaction, subject to contractual exclusions and special rules. Prepare a precise schedule of what is included: property, equipment, inventory, intellectual property, receivables and documentation.
Purchasing selected machines, premises or intellectual property is not necessarily an acquisition of an enterprise or an organised part of it. The actual business being transferred matters, including for employment and tax purposes. A sole trader has no company shares to sell.
Can the buyer become liable for the seller’s debts?
Yes. In an ordinary enterprise acquisition, Article 55⁴ of the Civil Code provides for joint and several liability with the seller for liabilities connected with the enterprise, unless the buyer did not know about them despite exercising due care. Liability is capped by the statutory enterprise-value measure. A buyer and seller cannot exclude or reduce this liability against a creditor without that creditor’s consent.
That is separate from formally assuming a debt, which requires the conditions in Articles 519–522, including the relevant consent. Writing in the sale agreement that the seller retains the debts does not, by itself, eliminate the buyer’s statutory exposure.
Article 112 of the Tax Ordinance separately addresses purchasers’ liability for business-related tax arrears. A certificate obtained under Article 306g, its contents and its timing can be important; the protection must be assessed under Article 112, including the rule concerning a transfer more than 30 days after the certificate was issued. Tax review should form part of the transaction plan.
What should due diligence cover?
- Ownership and authority: corporate records, the seller’s title, powers of representation and required resolutions.
- Financial information: sustainable earnings, cash flow, debt, working capital and funding needed after closing.
- Property and equipment: land registers, security rights, leases, technical condition and lawful use.
- Contracts and permissions: transferability, customer concentration, termination rights, licences and regulatory requirements.
- Employees and intellectual property: employment obligations, rights to software and brands, and the continuity of the team.
- Disputes and tax: claims, enforcement, inspections, arrears and potential contingent liabilities.
Use a confidentiality agreement and controlled access to the data room. A teaser and headline valuation help begin discussions; they do not replace verification of the documents or a funded plan for operating the business.
What additional checks matter to a foreign investor?
Review the investor’s ownership structure and the assets being acquired before fixing a completion date. Polish rules on acquisition of real estate by foreigners may require a permit, including for certain acquisitions of shares in property-owning companies. EEA and Swiss exemptions exist, but the precise status of the buyer and any other property restrictions still need checking.
A transaction may also need merger-control clearance. Whether a filing is required depends on turnover, the form of acquisition and statutory exemptions. Screen any applicable investment-control and sector-specific requirements separately. Do not make closing unconditional until the relevant approvals have been identified.
Plan foreign corporate documents, powers of attorney, any required legalisation or apostille and Polish translations in advance. English commercial negotiations do not remove Polish form or registry requirements.
From negotiations to completion
Agree the price mechanism, treatment of debt and cash, working-capital adjustments, conditions precedent and the scope of warranties and indemnities. Identify what happens if consent is refused or financing is delayed. Make the signing and closing timetable realistic.
Article 75¹ of the Civil Code generally requires an enterprise transfer to be in writing with notarised signatures, while rules requiring a notarial deed for real estate still apply. Transfers of shares in a Polish limited liability company are governed by Article 180 of the Commercial Companies Code, with a specific statutory electronic-template exception. Where a workplace transfers, Article 23¹ of the Labour Code must also be considered.
At closing, organise payment, delivery, access to systems, corporate filings and transfer of documents. If you will join the management board, also review personal liability under Article 299 and establish financial reporting from the first day.
Discuss your plans with KMM.LEGAL
We review the documents, explain the Polish legal framework and agree the scope of advice or representation in English.
Legal sources and scope
Checked on 14 October 2026. This guide explains Polish law in English; the linked Polish legislation is authoritative. Earlier proceedings may be subject to transitional provisions. The application of these rules depends on the facts and documents of each matter.