Legal support for businesses and corporate matters

A contract should reflect the way the parties actually cooperate and set out as clearly as possible their rights and obligations and the consequences of non-performance or improper performance of their obligations.

• preparation of a draft contract corresponding to the assumptions of the planned arrangement;
• analysis of a draft contract submitted by a counterparty and identification of the provisions requiring amendment or clarification;
• review of the commercial contracts concluded in the course of the business;
• the scope of the parties' rights and obligations and the rules on performing the contract;
• assessment of the provisions on liability, contractual penalties, security and the manner of settlement;
• the rules on amending, terminating on notice, terminating or otherwise ending the contract;
• proposed amendments and participation in negotiations with the counterparty;
• an annex or another document amending an existing contract.

Some matters can be resolved in a single consultation, others require a document to be prepared, and issues that arise regularly can be handled as part of a standing engagement.

• current legal problems arising in the course of the business;
• assessment of the legal consequences of the decisions a business plans to take;
• preparation and review of terms and conditions, powers of attorney, declarations and other documents;
• correspondence and documents submitted by counterparties or other entities — analysis and preparation of replies;
• amending, performing, extending or ending an ongoing business relationship before the matter takes on the character of a dispute;
• consultations on the rights and obligations arising from the contracts concluded;
• standing legal support within an agreed scope, matching the needs of the business or the company.

Forming a company requires not only preparing the constitutional and registration documents, but also shaping the rules of its future functioning.

• analysis of the legal consequences of the choice of business form and of the way the planned company is to be organised;
• the articles of association, the statutes or other constitutional documents — preparation or analysis;
• the rules on conducting the company's affairs, on its representation and on taking decisions;
• preparation or analysis of an agreement between the shareholders, whether of a limited liability company or of a joint-stock company, setting out the rules governing their future relationship, decision-making and of the company's functioning;
• the documents and resolutions needed to form the company;
• filing the company with the National Court Register together with the required documentation;
• putting the rules of functioning of a company that is already operating in order.

Preparing a corporate action correctly requires establishing the competent body, the procedure to be followed and the documentation needed. Only on that basis is it possible to prepare the resolutions, declarations and other documents connected with the planned change.

• analysis of the powers of the individual bodies and of the procedure for taking the planned decision;
• resolutions of the shareholders' meeting, the general meeting, the management board and other bodies of the company, together with the documentation of the meetings and sittings;
• the ordinary shareholders' meeting or general meeting — documentation and resolutions on the approval of the reports for the financial year, on the distribution of profit or the coverage of loss and on the granting of discharge;
• a change in the composition of the management board, the supervisory board or another body of the company, together with the documentation needed;
• granting, amending or revoking a commercial power of attorney (prokura);
• analysis of and changes to the rules on the company's representation;
• establishing the proper manner of representation and the resolutions or consents required for a planned action, including for a contract between the company and a management board member;
• amendment of the articles of association or the statutes, of the company's name (business name), of its registered office, of its objects and of other data disclosed in the register;
• registration obligations connected with the planned change — an assessment of whether a filing with the National Court Register is required and, where applicable, of whether a filing with the Central Register of Beneficial Owners must be made or updated, together with the preparation of the required documents.

A capital or ownership change may require several connected steps, in relation to which their sequence, form and the consents required all matter. The scope of assistance depends on the form of the company and on the purpose of the planned change.

• an increase or reduction of the share capital and, in a simple joint-stock company, a change in the stock capital, together with the appropriate documentation;
• additional contributions by shareholders and the associated resolutions and corporate documentation;
• the taking up of new shares and the resulting changes in the ownership structure;
• preparation or analysis of the documentation for the acquisition or disposal of shares;
• a change in the composition of the partners of a partnership, including the preparation or analysis of the transaction transferring the totality of a partner's rights and obligations;
• restrictions on the disposal or encumbrance of shares and the consents required;
• the resolutions, declarations and other documents required for the planned change;
• the applications and registration filings connected with the change carried out.

A reorganisation requires a series of connected steps to be planned and the appropriate documentation to be prepared at successive stages. Winding up a business requires similar ordering where it leads to the dissolution and liquidation of a company.

• analysis of the planned change of business form or reorganisation and choice of the way it is to be carried out;
• transformation of a company into another commercial company;
• transformation of a business run by a natural person into a single-shareholder capital company;
• change of the form in which the partners of a civil-law partnership run their business into a commercial company;
• a merger or division of companies;
• the corporate documentation required for the planned transformation or reorganisation;
• dissolution of the company and the opening of liquidation;
• documentation of the course of the liquidation and of the closing of the company's affairs;
• the registration filings and applications connected with the reorganisation or with the winding-up of the business.