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HWW Hewelt Wojnowski Lindner i Wspólnicy
Corporate law

Review of corporate records before a transaction, an investor entry or an inspection

For companies preparing for an M&A transaction, the entry of an investor or an inspection by public authorities, and for companies that want their corporate records in order before a change of management.

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Fee
from 2 300 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

  • Full review of shareholders' resolutions, management board resolutions and the company's corporate records
  • Verification that decision-making procedures follow the articles of association and the Polish Commercial Companies Code
  • Identification of gaps, missing documents, outdated resolutions and procedural defects
  • A report with recommendations and a plan for putting the records in order
  • Preparation of the missing or updated resolutions and documents

What the price does not include

  • Advice on the negotiation of an M&A transaction (a separate service)
  • Tax and employment matters beyond the corporate records
  • Valuation of the company and financial audit (separate services provided by other specialists)

What you receive

  • A review report identifying gaps and risks
  • A complete set of corrected or supplemented resolutions and documents
  • A remedial plan matched to the purpose, whether a transaction, an investor or an inspection
How it works

How the review of corporate records proceeds

We carry out a systematic review of all resolutions, agreements and procedures in order to establish the company's formal standing before a transaction, an investor entry or an inspection.

  1. Collecting the documents

    We gather the shareholders' resolutions, management board resolutions, minutes of meetings, the articles of association and the documents from the National Court Register (KRS).

  2. Reviewing the procedures

    We verify whether each decision was taken in accordance with the law and with the procedures set out in the articles of association.

  3. Identifying the gaps

    We establish which documents are missing, which resolutions are outdated and which procedures need to be repaired.

  4. Remedial plan

    We prepare a report with recommendations and draft the missing documents and resolutions, so that the company is ready for the next stage.

Who should use this service

A review is worth its cost whenever the company stands before a change. Before an M&A agreement is signed, before an investor comes in, before an inspection arrives, it pays to know whether the records are complete and whether procedures were followed correctly. Gaps and delays in the records can stretch out the process and raise doubts on the other side of the table. A review carried out in advance removes surprises.

What the review covers

The review covers shareholders’ and management board resolutions, minutes of meetings, the articles of association, decisions on employment and on the remuneration of management board members, changes in the capital structure, the incurring of obligations and any other decisions taken by the company’s bodies. We verify whether the procedures followed the law and the company’s internal rules, and whether any document required by law is missing.

What the fee depends on

  • Number of resolutions and documents to be reviewed
  • Complexity of the company's structure, its history of changes and the turnover in the management board
  • Age of the company and the condition of its archived records

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.

Described matter

What we have done in this area

HWW represented the founder and minority shareholder of a company in a dispute with the majority shareholder: the challenged shareholders' resolutions were suspended, the claim for access to company information and documents under Article 212 of the Commercial Companies Code was upheld, and the settlement ended all pending proceedings with a payment for the client's shares ten times higher than the original offer. Each case has its own facts, so this outcome does not predetermine another.

What we have written on this topic

Further described matters are listed under our track record.

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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