Dubij-Legal

CORPORATE LAW

We provide comprehensive corporate services to the full range of companies. Our many years of experience in corporate and company law means we are able to offer legal assistance at every stage of your business activity.

As our team comprises lawyers and tax advisors, we can help you choose the most appropriate legal form of conducting business and provide day-to-day law and tax services.

Our scope of advisory includes:

  • Incorporating companies and assisting in creating desirable corporate group structures;
  • Assisting in drafting articles of association and other incorporation documents, internal regulations of corporate authorities, as well as preparing legal opinions on these documents;
  • Assisting in negotiating and drafting shareholder agreements and joint-venture agreements;
  • Assisting in proceedings before registry courts and various administrative bodies (tax authorities, ZUS social security, etc.);
  • Tax assistance in settlements between affiliates, including preparation of transfer pricing documentation;
  • Assisting in designing corporate governance rules;
  • Obtaining licenses/concessions and permits to conduct business activity, and assisting in registration proceedings before licensing authorities;
  • Corporate mergers, transformations, spinoffs and liquidation;
  • Due diligence of companies;
  • Day-to-day corporate services for companies, including preparation of draft resolutions and minutes of meetings of corporate authorities and representation of clients as shareholders at shareholder meetings.

Examples of projects completed by our lawyers:

  • Due diligence of companies from the food, automotive, hotel and property development sectors.
    Projects completed in connection with acquisitions of Polish operational companies forming part of international corporate groups.

  • Corporate reorganization of a Polish group of companies owned by an American manufacturer of paper products.
    The reorganization involved transferring operations to several operational companies, transforming their legal form and liquidating other inactive group companies.

  • Creating corporate structures.
    The projects involved full-scope legal advice (from preliminary legal assessment to incorporation and registration) in connection with creating corporate groups for clients intending to set up in Poland, e.g. for a German company running a network of medical laboratories, a Singaporean manufacturer of metal products and electronic devices, an Iranian company operating in the new-tech sector, etc.

  • Post-closing restructuring of operational companies.
    The projects were aimed at reorganizing a group of operational companies purchased or otherwise acquired by private equity funds.  The reorganization sought to optimize operations and ensure a sound level of return on investment upon the fund exiting the transaction.

  • Adjusting corporate governance rules for an optical glass manufacturer.
    The project involved negotiations with other shareholders, drafting amendments to the articles of association and corporate authorities’ bylaws of the company and getting them approved so as to adjust corporate governance rules to the model preferred by the client.

  • Restructuring of a leading Polish construction sector company.
    As part of our advisory services, our client’s business was split into groups and several subsidiaries were set up, following which the assets or organized parts of the client’s business were contributed to them.