Buy a ready-made sp. z o.o. or set up a new one: what buying gives you, what it does not, and what to check before you sign
A ready-made sp. z o.o. is a company already entered in the KRS that changes owner: you buy the shares (udziały), appoint yourself to the management board and file the changes with the KRS and the CRBR. Compared with a new registration this saves a few days. Such a company has no trading history, no tender track record and no credit history, while the debts and tax liabilities of the previous owner stay with the company. We have no companies of our own for sale: we check the company you are being offered before you sign, and help you register a new sp. z o.o. if buying is not worth it.
A ready-made company saves days, not years. Anything that depends on real activity, it cannot give you.
Your counterparty needs a Polish company with NIP and REGON now, and a ready-made company already has them. A new sp. z o.o. filed through S24 is registered by the court within a day of the application, but the shareholders need e-signatures and time to pay in the 5,000 PLN capital.
For example, two of you are going into business or the counterparty only deals with legal entities. Compare taxes and accounting with a JDG first.
In public procurement the contracting authority checks the contractor's experience: completed contracts, staff, turnover. The company's age in the KRS without activity does not replace that.
Banks and leasing firms look at financial statements and turnover. A company that has done nothing files zero statements, so for them it is new.
After the change of owner the bank runs customer due diligence again under the anti-money-laundering act and may close the account. You cannot count on the previous owner's account.
If the company filed zero VAT returns for 6 months in a row, the tax office may remove it from the VAT register (Art. 96(9a) of the VAT Act). Debts to ZUS, the tax office and counterparties stay with the company and come to you with the shares.
The formalities take a few days if the company's documents are in order.
KRS extract, articles of association, financial statements and their filing with the KRS, CRBR, VAT status, certificates of no arrears from the tax office and ZUS, the company's contracts and accounts.
A written agreement with notarised signatures (Art. 180 KSH). The notary charges at most 300 PLN net plus VAT per signature.
The company is notified of the sale with proof of the transaction (Art. 187 KSH) and the board updates the list of shareholders.
The shareholders resolve to appoint the new board member and the previous one steps down. The new member gives consent and an address for service.
Changes to the board and to shareholders holding 10% or more are filed with the KRS electronically only, through the Portal Rejestrów Sądowych (Art. 19 and 22 of the KRS Act). Court fee 250 PLN.
The new beneficial owner goes into the Central Register of Beneficial Owners within 14 working days of the KRS changes. The PCC-3 return and the 1% tax go to the tax office within 14 days of the sale.
The new board member goes through the bank's checks. The tax office receives KRS changes from the register; a NIP-8 is filed only for what the KRS does not show.
If the seller refuses to show anything on this list, that is a reason not to buy.
We do not sell companies. The price of the company itself is set by the seller.
* On top of the company's price the buyer pays 1% PCC on the share price, the notary for certifying signatures (up to 300 PLN net per signature) and 250 PLN in court fees for the KRS changes. For comparison: a new sp. z o.o. through S24 costs a 250 PLN fee and 100 PLN for the notice in Monitor Sądowy i Gospodarczy, plus capital of at least 5,000 PLN.
No, we have no catalogue of companies. We check the company a seller is offering you, explain the risks before you sign and, if buying is not needed, help you register a new sp. z o.o.
Send us the KRS number of the company you are being offered. At a consultation (300 PLN, credited towards the service) we go through its documents and tell you whether to buy it or simply set up a new one.
