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HWW Hewelt Wojnowski Lindner i Wspólnicy
Corporate law

Converting a sole trader into a limited company (sp. z o.o.)

For entrepreneurs running a sole proprietorship in Poland who want to continue the same business as a limited company, with contracts and rights preserved to the extent the law allows.

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Fee
from 3 500 EUR net
Prices are net, in EUR. VAT depends on your status and place of establishment.

You can order this service directly, without a prior consultation. We confirm the scope and the fee before we start.

Request a quote Book a consultation first
A consultation is optional. To discuss your matter with a lawyer first, you can book a consultation for PLN 600 net + VAT. If you then order the work, its cost is credited against the project fee.

Before we start, we agree and confirm the scope and the fee. The price is indicative and does not constitute an offer within the meaning of the Polish Civil Code.

What it includes

  • Conversion plan with its annexes (valuation of the assets, financial statement)
  • Support at the stage where the plan is examined by a statutory auditor appointed by the court
  • Declaration on the conversion, the founding deed of the company and the required resolutions
  • Filing of the application for entry of the converted company in the National Court Register (Krajowy Rejestr Sadowy, KRS) and removal of the sole proprietorship from the business register (CEIDG)

What the price does not include

  • Remuneration of the statutory auditor (an external cost, outside the price of the service)
  • Tax and accounting settlement of the conversion (handled separately with a tax adviser)
  • Transfer of licences or permits that require separate consent of the authorities

What you receive

  • Application for entry of the converted company filed with the registry court together with the complete set of conversion documents
  • Succession of the rights and obligations of the entrepreneur to the extent provided for in the Polish Commercial Companies Code
How it works

How the conversion into a limited company works

Converting a sole proprietorship into a limited company preserves the continuity of the business, with succession of rights and obligations. Four stages.

  1. Conversion plan

    We draw up the conversion plan with a valuation of the assets and the required annexes.

  2. Examination by the auditor

    A statutory auditor appointed by the court examines the conversion plan and issues an opinion.

  3. Declaration and deed

    The entrepreneur makes the declaration on the conversion and we establish the converted company.

  4. Entry in the KRS

    The court registers the converted company and the sole proprietorship is removed from CEIDG.

Who should use this service

A conversion makes sense when the sole proprietorship outgrows its legal form: the owner wants to limit liability with personal assets, bring in a partner or an investor, put succession in order, or gain credibility with counterparties and banks. Unlike setting up a new company, here the same business continues in a new legal form.

Why conversion rather than a new company with a contribution in kind

Conversion brings succession of rights and obligations: as a rule contracts with counterparties continue, and licences and permits stay with the company unless separate provisions state otherwise. The alternative, setting up a new company and contributing the business to it in kind, requires contracts to be rewritten and carries the risk that their continuity breaks. The conversion procedure is more demanding, because it involves the plan and the examination by an auditor, but it is the route that protects continuity.

Price and scope

The price starts at EUR 3500 net for a sole proprietorship with a simple structure, without real estate and without a complex transfer of employees. Real estate, a large portfolio of contracts or licences requiring separate consents are priced individually.

What the fee depends on

  • Scale and complexity of the assets (real estate, contracts, liabilities)
  • Number of contracts, licences and permits to be analysed for transferability
  • Timing and manner of cooperation with the statutory auditor

We agree the fee individually, at an hourly rate or as a flat fee, and confirm it before we start.

See also
Corporate law → Tax advice →
Request a quote

To order this service, describe your matter. A consultation is not required. We confirm the scope and the fee before we start.

Information you share in connection with legal assistance is covered by the professional secrecy of advocates and attorneys-at-law under Polish law.

How to start

You can order this service directly or book a consultation first. A consultation is not required to order the service.

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