Division of companies

We offer comprehensive support in the process of company divisions, providing not only professional legal advice but also a strategic approach. We understand that the reasons for a division can range from conflicts between shareholders to the need for restructuring or economic aspects.

We provide support at every stage of the process of demerging a company or spinning off assets from a company, ensuring that each stage is carried out in accordance with current legislation and industry best practice. Our priority is to provide clients with clear legal solutions that minimise risk and ensure optimal results.

We assist at every stage of the company division process:

an analysis of possible options for division of the company,
comprehensive client support in the process of division of the company,
preparation of the documentation needed for the division of the company,
conducting the management phase of the division (preparatory phase related to the company’s management),
conducting the ownership phase of the division (the phase involving the participation and adoption of resolutions by shareholders),
conducting the registration phase of the division (stage before the registration court),
the preparation of the company’s division plan and related annexes,
an analysis of the client’s current legal, tax and business situation in order to create the optimal strategy for the division of the company, taking into account both the business objectives and the legal and tax requirements, as well as the consequences of the demerger for all parties involved,
the preparation of a management report justifying the split,
the preparation of a request for an audit of the division plan by an auditor,
support in liaising with the auditor,
the adoption of resolutions at the shareholders’ or general meeting on the division of the company and any amendments to the articles of association or notification of shareholders,
the filing of an application for the division of the company,
registration of the division in the registration court,
challenging resolutions of the shareholders’ or general meeting.

Our offer includes various forms of division:

division by acquisition, i.e. a division involving the transfer of all the assets of the company being divided to other companies in exchange for shares in the acquiring company taken up by the shareholders of the company being divided;
division by formation of new companies, i.e. division by formation of new companies to which all the assets of the divided company are transferred in exchange for shares in the new companies, which are taken up by the shareholders of the divided company;
division by acquisition and incorporation of a new company, i.e. a division involving the transfer of all the assets of the company being divided to an existing and newly incorporated company or companies in exchange for shares in the company or companies being acquired and newly incorporated, which are taken up by the shareholders of the company being divided;
division by spin-off, i.e. a division involving the transfer of part of the assets of the company being divided to an existing or newly incorporated company or companies in exchange for shares in the company or companies being acquired, newly incorporated or divided, which are taken up by the shareholders of the company being divided;
demerger by spin-off, i.e. a division involving the transfer of part of the assets of the company being divided to an existing or newly incorporated company or companies in exchange for the shares of the acquiring or newly incorporated company or companies which the company being divided holds.

Each of these types of company demerger has its own implications and procedures, which we carefully analyse and tailor to the client’s needs in order to achieve the desired result. We understand that every company demerger is different, so we tailor our approach to each client’s needs, providing personalised solutions.

The firm advises on:

Division of capital companies into capital companies,
Division of capital companies into limited joint-stock partnerships,
Division of capital companies into capital companies and limited joint-stock partnerships,
Division of limited joint-stock partnerships into capital companies,
Division of limited joint-stock partnerships into limited joint-stock partnerships,
Division of limited joint-stock partnerships into capital companies and limited joint-stock partnerships
Cross-border division of capital companies,
Cross-border division of limited joint-stock partnerships.