13.06.2019 Company law

How to buy limited liability company safely?

The sale of ready-made companies (shelf comapnies) is an increasingly dynamically growing market. Entrepreneurs who do not want to spend time going through the registration process of a new entity, are willing to use the opportunity to buy a company that meets all the conditions enabling them to start a business. What is worth paying attention to when buying a limited liability company?

Confirmation of the entry in the National Court Register

Any limited liability company must be registered in the National Court Register, so a valid copy from National Court Register is one of the basic documents that we should receive when purchasing a company. Such an entry contains, among others, information about the date and address of the company’s registration, partners, details of the persons representing or the subject of activity. Most of shelf companies intended for sale have a maximum range of PKD – according to the current regulations, ten items of the subject of activity are allowed. It is always worth advised to verify whether all the areas corresponding to the planned activity profile have been included in the company agreement. Any change in any data in the articles of association entails the necessity to pay appropriate fees and wait for the changes to be approved by the National Court Register.

Paid up share capital

The minimum amount of share capital for a limited liability company is PLN 5,000, and the contributions should be paid in full before submitting the application for registration of the company in the National Court Register. However, in the case of companies registered by S24 system (an electronic company registration system) , the share capital should be covered within a maximum of seven days from the date of entering the company in the register. It is advised therefore to receive confirmation from the offering company for sale that the share capital has actually been paid up.

Bank account

Opening a bank account is one of the most labor-intensive activities when setting up a limited liability company. A large part of the limited liability companies offered for sale do not have a bank account, which in fact makes it impossible to start a business. Banks require complete documentation of the actual beneficiary and verify partners and board members of the company in detail, especially in the case of foreign shareholders. Such a process may take up to several weeks in some cases.

Buying a ready company with an active bank account significantly shortens the actual time of starting a business. In this case, only the company’s and partners’ data is required to be updated without having to go through the entire account creation process. However, the complete documentation of the real beneficiary still must be reconsidered. This is required every time a company shareholder changes.

VAT Registration

Most limited liability companies are VAT payers. The VAT registration procedure itself is not complicated and time-consuming, it is however necessary to have a bank account to perform it. Companies that do not have an active bank account must expect a longer waiting time for the status of a VAT taxpayer, which, in turn, excludes or at least hampers the commencement of sales or services. In accordance with the applicable provisions, an application for registration as a VAT taxpayer should be submitted at least 7 days before the first VAT transaction.

Confirmation of the company’s history

Most entrepreneurs decide to buy limited liability companies without an activity history. In this case, the entity from whom we buy the company should provide documents confirming that the company did not conduct business activity, i.e. did not issue invoices – only the share capital should appear in the accounting documentation on the revenue side. Most often, companies that do not run a business record small expenses related to the costs of registration, registered office or stamps.

The verification of companies with an activity history is much more complicated. In this case, it will be helpful to analyze the documents from the National Court Register, the Tax Office, the Social Insurance Institution, business intelligence and debtors’ registers.

From purchase to starting operations

The purchase of a ready-made limited liability company enables almost immediate start-up. The change of the shareholder and the composition of the board are valid at the moment of signing the share sale agreement and adopting resolutions on the appointment of a new management board. In the next steps, it is necessary to ensure that the company’s data in the registers is updated as quickly as possible, as well as to provide the space for conducting operations, accounting or payroll services. If the company does not have its own resources, it can benefit from the support of external companies. Complementary services are often also offered by entities offering companies for sale.

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