- Expert advice -

Corporate compliance - how to build a compliance system and reduce liability risk

Corporate compliance is a system of rules, procedures, and actions designed to ensure that an organization operates in line with the law, internal regulations, and ethical standards.

CRBR - beneficial ownership reporting obligation and penalties for non-compliance

CRBR, the Central Register of Beneficial Owners, is a public register maintained under Poland’s Anti-Money Laundering and Counter-Terrorist Financing Act.

INTERPOL Red Notice - what it means and how to defend yourself

An INTERPOL Red Notice is an international request to locate and provisionally arrest a wanted person for the purpose of extradition or another lawful surrender procedure.

Extradition - procedure, defense, and when Poland may refuse surrender

Extradition is the formal procedure by which one state surrenders a wanted or convicted person to another state for the purpose of criminal proceedings or the enforcement of a sentence.

European Arrest Warrant (EAW) - procedure, defence and revocation

The European Arrest Warrant is a judicial decision issued by a European Union Member State to arrest and surrender a requested person to another Member State for the purposes of criminal proceedings or the enforcement of a custodial sentence or detention order

Insider trading - liability for the misuse of inside information in Poland

Insider trading is the unlawful use of inside information when acquiring or disposing of financial instruments, or when recommending such transactions to others.

Customs and Tax Audit - taxpayer rights and defense strategy

A customs and tax audit is a specific verification procedure carried out by the authorities of the National Revenue Administration, governed primarily by the Act of 16 November 2016 on the National Revenue Administration

Business Corruption - Criminal Liability and Anti-Corruption Procedures

Corruption in business is the abuse of a position, function, or influence in exchange for a financial or personal benefit. In a business context, it covers both relationships with the public sector and the private sector, and its consequences go far beyond the liability of an individual.

KYC and customer verification - a business owner's obligations under AML

KYC, or know your customer, is the process of identifying and assessing a client to reduce the risk of money laundering and terrorist financing.

MLM vs. pyramid schemes - where the line of legality is drawn

MLM, or multi-level marketing, is a sales model in which participants are paid for selling products or services and, in some cases, also for building a network of collaborators.

Inaccurate accounting records - who is liable and what penalties apply

Inaccurate accounting records means keeping books that do not reflect the actual state of affairs - records that are incomplete, defective, or make it impossible to determine the entity's true financial position and assets.

Criminal Liability of Management Board Members - How to Protect Yourself Effectively

Criminal liability of management board members means the risk of facing penalties provided for under criminal law for acts or omissions connected with managing the company’s affairs, representing its interests, or supervising the areas assigned to a given executive.

Tax Fraud - when tax optimization becomes a criminal offense

Tax fraud is conduct aimed at unlawfully reducing a tax liability, avoiding taxation, or obtaining an undue tax refund - most often by making false statements, concealing the truth, or relying on unreliable documentation.

Pyramid Scheme - how to spot fraud and pursue claims

A pyramid scheme is a model in which payouts to earlier participants are funded primarily from money paid in by later participants, rather than from genuine, profitable investment or business activity.

Money laundering (AML) - when a transaction becomes a criminal offense

Money laundering refers to actions aimed at concealing the illegal origin of funds or other assets and making them appear legitimate.

Tax Schemes (MDR) - Reporting Obligations and the Consequences of Non-Compliance

Tax schemes (MDR) are arrangements, actions, or a series of related activities that meet the statutory hallmarks and may trigger an obligation to report information to the Head of the National Revenue Administration.

Criminal Record Expungement - when and how to clear your criminal record

Criminal record expungement is a criminal law mechanism under which a conviction is deemed never to have existed, and the related entry is removed from the National Criminal Register.

Reopening criminal proceedings - new evidence and the step-by-step procedure

Reopening criminal proceedings is an extraordinary legal remedy that allows a final judgment of a criminal court to be challenged only in strictly defined situations set out in the Polish Code of Criminal Procedure.

Aggregate Sentence - when penalties are combined and how it affects the sentence

An aggregate sentence is a court ruling that covers several final penalties of the same type, or penalties that may be combined, and sets one aggregate penalty to be enforced.

Conditional Discontinuance of Criminal Proceedings - who qualifies and under what rules

Conditional discontinuance of criminal proceedings is a criminal law mechanism that allows a court to close a case without issuing a conviction, even after finding that the offender committed a prohibited act.

Subsidiary indictment - when the injured party takes over the role of prosecutor

A subsidiary indictment is a specific procedural remedy that allows the injured party to bring a criminal case before the court independently when the prosecutor once again refuses to initiate proceedings or discontinues them after the court has previously quashed such a decision.

Pre-trial detention - when a court may impose it and how to defend yourself

Pre-trial detention is the most severe preventive measure available in criminal proceedings. It consists of depriving a suspect or defendant of their liberty for a period determined by the court.

Break in a Prison Sentence - when the court will grant it

A break in serving a sentence is a legal institution under Polish executive criminal law that allows the temporary suspension of a custodial sentence after the person has already started serving it.

The right to remain silent - when silence is the best line of defense

The right to remain silent is a procedural right that allows a suspect or defendant to avoid self-incrimination by choosing not to give explanations.

First Interview at the Prosecutor's Office - How to Prepare and Avoid Mistakes

An interview at the prosecutor's office is a procedural act usually conducted during the pre-trial phase, aimed at obtaining either a suspect's statement or a witness's testimony in accordance with the rules set out in the Code of Criminal Procedure.

Postponement of imprisonment - who can apply and what documents to prepare

Postponement of imprisonment is a legal institution under the Polish Executive Penal Code that allows the start of a final prison sentence to be temporarily suspended.

How to Check If I Am Wanted by the Police or the Prosecutor's Office

Being wanted by the police or the prosecutor's office means that the competent authorities are taking steps to determine a specific person's whereabouts, detain them, bring them before the relevant authority, or establish information needed for the further course of proceedings.

Parole - eligibility requirements and application procedure

For business owners, legal departments and compliance teams, this mechanism can have practical significance.

Electronic monitoring - eligibility, application, and an alternative to prison

Electronic monitoring is a system for serving a custodial sentence outside prison under electronic supervision, most commonly using a device worn on the ankle or wrist, commonly referred to as an electronic ankle monitor.

Appeal in Cassation to the Supreme Court - when it makes sense and what the real chances are

Voluntary submission to penalty (Article 387 of the Polish Code of Criminal Procedure) - when it makes sense and how to negotiate

Criminal Appeal - Deadlines, Structure and Most Common Mistakes

Vendor Due Diligence: How to Prepare Your Company for Sale and Defend the Valuation

Vendor due diligence is a legal review (often also tax and financial) of a company or its shares carried out on the seller’s instructions before the transaction.

Share Purchase Agreement (SPA) – What Must It Include and Which Clauses Are Key?

A Share Purchase Agreement (SPA) is a contract governing the transfer of ownership of shares in a company (most commonly a Polish limited liability company, i.e. a sp. z o.o.) from the seller to the buyer, including the purchase price, transaction terms, and the allocation of risks between the parties.

Reps & Warranties: How They Work and How to Limit the Seller’s Liability

Representations and warranties (“reps & warranties”) are provisions in an M&A agreement (e.g., an SPA) in which the seller describes the condition of the company or the shares at the time of the transaction (sometimes also as of closing).

Locked Box vs. Closing Accounts: Which Purchase Price Mechanism to Choose—and Why?

A purchase price mechanism in an SPA (Share Purchase Agreement) is a set of contractual provisions that determines how the share purchase price will be calculated and adjusted between signing and completion, and what types of value transfers or settlements between the parties are permitted.

Commercial Litigation Costs - Court Fees, Legal Representation, and the Risk of Losing

Commercial litigation costs are the total expenses associated with pursuing or defending a civil court dispute between businesses (or other cases heard under the separate procedure for commercial matters).

Escrow in M&A: when is it needed and what terms are market standard?

Escrow in M&A transactions is a mechanism under which an agreed portion of the purchase price (or another consideration) is paid into an escrow account held by an independent third party (the escrow agent) and released only once specified conditions are met.

Commercial mediation - when it makes sense and how to use it in a B2B dispute

Commercial mediation is a voluntary and confidential method of resolving disputes between businesses, where an impartial mediator helps the parties reach an agreement.

Earn-out: How to set KPIs and control rules to avoid disputes

What is an earn-out? An earn-out is a purchase price adjustment mechanism used in M&A transactions, where part of the seller’s consideration is paid only after closing, provided the target company achieves agreed performance targets (KPIs) within a defined period.

Payment Order - objection/pleas and what happens next (deadlines, effects, costs)

A payment order is a court decision issued in closed session, without hearing the defendant, in which the court orders the debtor to pay a specified amount (with interest and costs) or to perform another obligation.

Contract Due Diligence: Change of Control, Assignment Restrictions, and Other Hidden Traps in Agreements

Contract due diligence is a review of agreements to identify legal and commercial risks that may surface in a transaction (e.g., a share sale, an investor entry, or a reorganisation) as well as in day-to-day management of relationships with key counterparties.

Commercial Proceedings in Poland - rules, deadlines and evidence preclusion (how to prepare)

Commercial proceedings (Polish: postępowanie gospodarcze) are a special procedure for hearing civil cases arising out of civil-law relations between businesses (and, in specific situations, also involving other entities).

Debt Recovery Lawsuit for a Company - What It Includes, Where to File, and How Long It Takes

A debt recovery lawsuit for a company is a formal court filing in which a business (the claimant) asks the court to order a counterparty (the defendant) to pay a specified amount - most often arising from an unpaid invoice, a contract, or intercompany settlements - together with statutory interest and legal costs.

Payment Demand Letter - How to Write One and How to Respond

A payment demand letter is a formal request to settle an indicated outstanding amount within a specified timeframe - usually with information about the legal basis for the claim and the consequences of non-payment (e.g., taking the matter to court).

Due Diligence: What Is It and When Does It Make Sense When Buying or Selling a Company?

Due diligence is a structured review of a company (or an organised part of a business) carried out before a transaction to identify legal, financial, tax, employment, and reputational risks, and to confirm the key business assumptions.

Drag-Along and Tag-Along Rights in a Shareholders’ Agreement (SHA): How They Work and Who They Really Protect

Drag-along and tag-along are two common clauses found in a shareholders’ agreement (SHA) that structure how shares are sold in a company.

Application for Interim Measures: Which Forms of Security to Choose (Bank Account, Receivables, Prohibitions)

An application for interim measures (security for a claim) is a procedural pleading in which a party asks the court to impose temporary measures to ensure that a future judgment will be realistically enforceable, or to regulate the parties’ situation for the duration of the dispute.

Shareholder Deadlock in a SHA: Which Exit Mechanisms Work in Practice?

A shareholder deadlock is a persistent decision-making stalemate in a company where required resolutions cannot be adopted (e.g., due to an equal split of votes, high supermajority thresholds, or mutual blocking between corporate bodies), and the impasse prevents the business from operating or key owner-level decisions from being made.

Securing a Claim - How to Obtain It and When It Actually Works

Securing a claim is a civil procedure measure that allows you to temporarily “freeze” specific assets or shape the parties’ legal position for the duration of the case, so that the future judgment does not become unenforceable or the purpose of the proceedings is not otherwise frustrated.

Due Diligence Checklist: What to Review Before Signing an SPA

Cap, Basket, De Minimis: How Are Liability Limits Set in M&A?

Cap, basket, and de minimis are standard mechanisms in a Share Purchase Agreement (SPA) that limit and structure the seller’s liability for breaches of representations and warranties (R&Ws) as well as for selected disclosed or undisclosed liabilities arising in the transaction.

Visual Data Anonymization for Publishing Photos and Videos: GDPR-Compliant Best Practice

Visual data anonymization is the process of modifying photos or videos so that people (and other identifying visual elements) can no longer be identified—directly or indirectly—by anyone who receives the content.

Customer Won’t Pay: How to Recover an Unpaid Invoice Fast (From Demand Letter to Lawsuit)

The “customer won’t pay” problem describes a situation where, after you perform the contract and issue an invoice (or once the payment due date set in the contract arrives), the creditor does not receive payment on time even though the debt is already due and payable.

Bank Guarantee Dispute: How to Stop a Payout and How to Defend Yourself

A bank guarantee is a bank’s commitment to pay a specified amount to the beneficiary if the beneficiary submits a demand for payment that meets the conditions set out in the guarantee.

Evidence in a Commercial Dispute - What Matters Most and How Not to Lose on Technicalities

Evidence in a commercial dispute covers any means of proving facts that matter for deciding the case and that are admissible in civil proceedings before a court or in arbitration.

Commercial arbitration - when it makes sense and how to draft an arbitration clause

Commercial arbitration is a method of resolving B2B disputes through an arbitral tribunal (arbitration court) rather than a state court, based on the parties’ agreement.

The Institution of Minimum Wage in Polish Labour Law

Polish labour law guarantees a minimum wage to protect employees, despite ongoing debates about its economic effects.

Inspection of Entrepreneurs

The rules and procedures for conducting inspections of business activity under the Polish Entrepreneurs’ Law.

Characteristics of Partnerships

Partnerships are one of the key types of business entities in the Polish civil and commercial law system.

Joint-stock company

A joint-stock company is a highly regulated capital entity under Polish law, separating ownership from personal liability.

Overtime Work under the Labour Code – Scope, Limitations, and Compensation

Overtime work under Article 151 §1 of the Polish Labour Code refers to work exceeding the employee’s daily or average weekly working time, based on the applicable working time system and schedule.

Commercial Power of Attorney

Commercial Power of Attorney (power of procuration) is a special authorization granted only by entrepreneurs registered in the National Court Register (KRS) or CEIDG.

Simple joint-stock company

The simple joint-stock company (PSA) is a new, flexible capital company in Polish law, created mainly for innovative ventures and start-ups.

Professional partnership

A professional partnership is a special type of personal partnership designed for liberal professions, offering limited liability for partners by shielding them from responsibility for the professional actions of others.

Alternative ways of establishing an employment relationship – beyond the classic employment contract

Although the employment contract remains the most commonly used basis for establishing an employment relationship in the general perception, the Polish labor law system also provides other, less popular ways of establishing an employment relationship.

Chamber of Commerce

Chambers of Commerce are voluntary, self-governing, non-profit organizations established to represent the interests of entrepreneurs, support business activities, and shape economic policy in accordance with applicable laws.

Company name and business name – key identifiers in business activity

Running a business involves the need to properly identify the entrepreneur. Two key terms in this context are the company name and the business name.

Limited liability company

A limited liability company (abbreviated as LLC) is the most commonly chosen legal form for conducting business activity in Poland, as confirmed by commercial practice.

Central Register and Information on Business Activity (CEIDG)

The Central Register and Information on Business Activity (CEIDG) is an important part of the legal system that regulates business activity in Poland.

Family foundation

A family foundation is a legal entity that allows for the long-term management of family assets, ensuring the continuity of family business and protecting the interests of the family across generations.

The legal and organizational nature of the Employee Handbook and the Rules of Remuneration in the workplace

The employee handbook is an internal normative document that sets out general rights and obligations of both the employer and employees regarding the organization and discipline of work.

Branch and Representative Office of a foreign entrepreneur in Poland

Foreign entrepreneurs can operate in Poland through a branch or a representative office—but each form comes with specific legal requirements and limitations. This guide explains who can establish these entities, what activities they may perform, and what obligations they entail.