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.