COMPANY TRANSFORMATIONS, COMPANY MERGERS AND ACQUISITIONS

We are currently in the process of reorganising the DIGITAL NOW! HOLDING group into a holding structure. Due to the fact that this is a procedure dedicated to large organisations, it requires time and a considerable amount of work, both of which are necessary to create a structure that meets all the required objectives. Our office supports the DIGITAL NOW! HOLDING group at every stage of this process, starting at a thorough capital, organisational and personnel analysis, to developing, in cooperation with tax advisors, the most optimal tax strategy necessary to carry out this type of process. The essence of building a holding structure is to create an organisation in which legally and organisationally independent economic entities are grouped, however are financially dependent on one entity – the parent company.

The parent company has shares in all subsidiaries within the holding structure, which allows it to fully manage and control their activities. A holding structure is a form of capital accumulation, which requires extensive activities based on capital, economic and personnel dependencies. DIGITAL NOW! HOLDING group has been created for the purpose of taking over weaker companies operating in the SEO/SEM market. A definite advantage of this type of holding structures is the possibility of arranging subordinate relations in such a way as to fully meet specific objectives.

The purpose of creating the DIGITAL NOW! HOLDING group was to reorganise the ownership structure and accumulate capital within one parent company, which is responsible for managing and controlling the activities of subsidiaries. This type of structure also has major advantages in terms of diversification of economic risk, building investment value of individual companies and thanks to the use of separate procedures, developed for each entity in CMR systems, it also minimises the risk of data breaches within the entire group. In this respect, our law firm supports the DIGITAL NOW! HOLDING group at every stage of structure building, from the analytical stage to the final registration of all the changes.

We have successfully carried out activities related to the transformation of BELIN from a general partnership into a limited liability company. BELIN has been successfully operating in the food industry for 30 years, currently employing over 300 people working three shifts, exporting goods abroad and importing goods, from all over the world, to Poland. The development of the company and its complex structure made it necessary to transform it in order to diversify the economic risk. The previous form of running the business proved to be inadequate for the company’s needs, whereas the unquestionable advantage of a limited liability company is that it is a capital company, possessing a separate legal personality and giving the possibility to adjust its structure to the developing company’s needs.

The process of transforming BELIN sp. j. into a limited liability company was simplified (i.e. all shareholders of the general partnership took part in the transformation) and comprised of the following six stages.

At the first stage, an analysis of the company’s documents is performed to determine whether there are any obstacles to carrying out the transformation (articles of association, loan agreements, lease agreements, partnership agreements). After these documents have been analysed, an opinion is prepared indicating whether and what actions should be taken before commencing the transformation process.

At the second stage, it was necessary to prepare financial statements for the purpose of the transformation. Such statements are drawn up according to the annual report preparation rules as of an indicated day and month, preceding the month, in which the transformation resolution will be presented to the shareholders of the transformed company. Within the scope of this transformation, there was no obligation to prepare a valuation of the company’s assets and have it evaluated by a certified auditor. However, at this stage, it was crucial that no doubts be raised as to the company’s balance sheet results. Moreover, the most important value for the purposes of transformation is the balance sheet value of the transformed company’s assets, and it must be properly determined.

At stage three, we draft the documents necessary for the transformation (the resolution on transformation together with the limited liability company’s articles of association). This is a crucial stage, at which a limited liability company agreement can be drafted to meet all of the most important objectives, of those involved in the transformation – the future shareholders of the limited liability company. This particularly applies to the company’s name, share capital, inheritance of shares, additional payments, majority rules at the shareholders’ meeting, and the composition of the company’s initial management board.

At stage four we supported the future shareholders of a limited liability company in finalising the entire transformation process at the notary’s office (adopting a resolution on transforming the company into a limited liability company, adopting the consolidated text of the limited liability company and appointing the management board). At this stage we have implemented solutions facilitating and securing a possible succession as well as share inheritance issues, in such a way, as to eliminate conflicts between shareholders and heirs and, subsequently, the further functioning of the company.

At stage five, we assisted in completing all the formalities related to filing the transformation with the registry court. For accounting purposes, we requested that the transformation be registered as of the specified date, which the company adopted as its balance sheet date.

At stage six, we provided full post-implementation support in the form of notifying contractors about the transformation, formal issues related to closing of the transformed company’s accounts and opening the books of the limited liability company, as well as updating data at the tax office.

At each of the above-mentioned stages, our lawyers worked closely with the owners of the company, its employees, the accounting department and the accounting office. Moreover, during the transformation, issues related to the succession of the company’s assets were also considered and implemented into the articles of association of the limited liability company. This is an important issue, however disregarded or marginal in many companies. Keep in mind, that especially in the case of changes within the family business, such issues should be resolved as early as possible to avoid conflicts between the next generation of partners and to ensure the company the possibility of further development over the next few decades.

At stage five, we assisted in completing all the formalities related to filing the transformation with the registry court. For accounting purposes, we requested that the transformation be registered as of the specified date, which the company adopted as its balance sheet date.

At stage six, we provided full post-implementation support in the form of notifying contractors about the transformation, formal issues related to closing of the transformed company’s accounts and opening the books of the limited liability company, as well as updating data at the tax office.

At each of the above-mentioned stages, our lawyers worked closely with the owners of the company, its employees, the accounting department and the accounting office. Moreover, during the transformation, issues related to the succession of the company’s assets were also considered and implemented into the articles of association of the limited liability company. This is an important issue, however disregarded or marginal in many companies. Keep in mind, that especially changes in the form of running the family business activity, should be resolved as early as possible to avoid conflicts between the next generation of shareholders and to ensure that the company can continue its development for the next few decades.

In the third quarter of 2020, we successfully completed a merger of the iCEA Group companies. This merger was carried out between three IT limited liability companies that iCEA sp. z o.o. acquired in the earlier years of its activity as part of building its strong position on the SEO/SEM market.

The goal of the merger was to increase the competitiveness of iCEA sp. z o.o., reduce the company’s operating costs in relation to the operating costs of separate legal entities, increase the quality of provided services and centralise its resources. We have successfully led the iCEA sp. z o.o. company and the acquired companies through this process by supporting them at every stage of the merger (managerial, ownership and registration phases).

At the management stage it was crucial to properly conduct preliminary activities aimed at analysing the condition of the merging companies in order to identify and assess the risk related to their merger, define the cost structure, operating market, suppliers, customers, contractors, organisational and technical issues. It was crucial to analyze the legal and property situation of the companies, their economic and financial standing, employee aspects and tax issues, i.e. every component comprising the so-called due diligence. At this stage the most important thing was the cooperation between our lawyers and tax advisors in order to work out optimal tax solutions for the merging companies. We analysed every issue related to tax succession, corporate income tax, tax on civil law transactions and tax on goods and services. It was only after the above arrangements were concluded that we proceeded to draft the merger plan for all merging companies.

During the ownership phase we provided legal support in drafting merger resolutions and contacted notaries. The first step in a merger process is to obtain the approval of the merging companies’ shareholders for the merger plan, as well as for any proposed amendments to the articles of association of the acquiring company. This is done by means of merger resolutions included in the minutes drawn up by the notary public.

During the registration phase – the last phase of finalising the merger of the companies – we filed merger resolutions with the registry courts for each of the merging companies. Moreover, on behalf of iCEA sp. z o.o. as the acquiring company, we have filed a motion to announce the merger on the first day of the following month as it was important for accounting purposes.

Consequently, we successfully completed the merger of the companies within the iCEA Group. All the assumed objectives of the merger, which the partners of iCEA sp. z o.o. wanted to achieve, have been reached.