Is your limited liability company, joint-stock company or business for sale? Or do you want to sell only part of your shares or stocks? We specialize in transactions of this kind, providing legal advice on the sale of companies, as well as other forms of business. Company owners are usually convinced that finding a buyer is the most difficult stage of the selling process. They don’t realize that transaction sale is long, complicated and often involves considerable risk.
During our practice, we have handled the sale of companies and businesses with value ranging from PLN 2 to 200 million. We perfectly understand that owners want to be sure that the transaction will proceed safely and will bring maximum profit. Especially that buyers are often is much more experienced in the transaction process than sellers. That is why we offer our clients comprehensive legal services regarding the entire process of selling a limited liability company (or any other) and negotiating the best possible terms of the transaction.
Owners are often unaware of the risks involved in selling a company. Contact us and find out what you need to pay attention to in order to protect yourself from them.
“We have been specializing in legal assistance in company sale transactions for 15 years. Most often we represent the selling party, so we know what to pay attention to, what risks to protect our client from and how to best look after their interests.
We work on each transaction personally.”
Jakub Sikora is an attorney-at-law and co-founder of the firm. He previously worked for many years in international law firms operating in Poland. Together with Tomasz Dulewski, he handled transactions for the sale of companies with a value ranging from PLN 2 to over PLN 200 million, including to foreign entities. He also conducts negotiations in English and French and prepares transaction documentation in English.
Tomasz Dulewski is an attorney-at-law and co-founder of the firm. Prior to opening it, he worked for nearly a decade in the largest law firms in Poland. He specializes in legal support of company sales transactions and due diligence. He has experience in cooperation with individual investors, investment funds, as well as foreign capital groups. He also conducts negotiations in English and prepares transaction documentation in English.
Selling a company is a complicated process for its owner. Contact us to find out what stages are involved and for what you need to prepare.
For many years we have been working with owners who are planning or in the process of selling their company or business. We know that comprehensive assistance is important to them. Therefore, as a law firm we provide support and advice in the most important areas of the entire process of selling a company.
Verification of the sale price
Most owners are unaware of how much their company is actually worth. Usually their estimates are far lower than what a professional valuation shows. Our law firm works with one of Poland's foremost experts in business valuation. This ensures that you do not sell your company too cheap.
Preparation of the letter of intent
Company owners are unaware that one of the most important steps in a sale is the preparation of a letter of intent. The provisions of the letter of intent set the basic premises of the transaction, thus if important elements for the seller are omitted at the letter stage (e.g., regarding subsequent liability), it is difficult to negotiate them later with the party purchasing the company.
Support in negotiations
Negotiation of the terms of the contract is one of the longest stages of the entire process of selling a company. Negotiations do not only concern the price, but, above all, the scope of the sellers' responsibility for the condition of the company being sold, non-competition, the rules of payment of the price, including the rules of operation of escrow accounts. When representing our clients in negotiations with the buyer, we always ensure that their interests are safeguarded. If the buying party is a foreign entity, we conduct negotiations in English.
By far one of the most important elements of the transaction process is the examination of the company for potential legal, financial, and often technical or environmental risks (due diligence). Any irregularity identified during the examination, a potential buyer will want to use to lower the price. We support our clients in the due diligence process, recommending actions to mitigate the identified legal risks so as to avoid lowering the price for the shares sold.
Preparation of the contract for the sale of a company
A contract for the sale of a company can be as long as dozens of pages and contain several hundred pages of annexes. Every provision in the contract is important and carries serious consequences for the seller. Therefore, when working on the contract, we check that all negotiated provisions are included and clarify the necessary legal terms to ensure maximum security for our client.
Often the buyer of the company is a large corporation, an investment fund or a wealthy individual investor.
Wanting a level playing field in the process of selling your business and negotiating the terms of the deal, you need to have experienced lawyers on your side.
What will we take care of when negotiating a company sale agreement?
Limitation of the scope of
The liability of the company owner, as a rule, does not end when the sale transaction is finalized. They may be liable for the company’s debts and defects even after the sale. We take care of the security of the sellers and limit the scope of their liability to the buyer.
Security for payment of
of the agreed amount
One of the most important aspects for a seller of a company will be to secure payment of the price that was agreed upon during negotiations. We will advise you on what mechanism to use so that you are sure of receiving the money. At the same time, we will prevent the buyer from taking possession of the company before the time of payment.
"I was not aware that the sale of a large business these days is such a complex matter. The letter of intent, the due diligence of the company, the negotiation of the agreement, the scope of my responsibility, the non-compete... Tons of stipulations, and behind many seemingly trivial words lies serious consequences. Thanks to the Dulewski Sikora law firm, I managed to safely go through the whole process and sell the company running a large factory. Attorneys Sikora and Dulewski supported me at every stage. They saved me from more than one trouble."
"Thanks to the Dulewski Sikora law firm, I gained a great deal of valuable information on what to look out for in share sale transactions. They gave me an awareness of certain things, the legal consequences that can be drawn through lack of knowledge or imprudent signing of documents that seemingly look like an initial non-committal proposal. We recommend the services of Dulewski Sikora to all those who are entering into share sale negotiations."
"Thanks to the services of Dulewski Sikora, it was possible to efficiently and quickly close the purchase of the Company's healthcare business. The Law Firm acts in a reliable, organized, timely manner and with a pro-business approach. I rate the contact with the Law Firm as exemplary. What appealed to me was the ability to take a business-like view of the transaction and adapt legal provisions to changing business arrangements."
"The Dulewski Sikora law firm assisted me with a transaction to acquire shares in a Polish company from a foreign investor. I am deeply impressed by how professionally the transaction was handled. The lawyers of the firm fought for the best possible protection of my interests with passion and commitment, successfully leading to the signing of the documents. I recommend the law firm's services to all those who are looking for a professional and trustworthy advisor in corporate matters."
"We were looking for a law firm specializing in transactions, where our case would be handled from start to finish by experienced lawyers. This is exactly what happened at the Dulewski Sikora law firm. We appreciate the support of the law firm's partners every step of the way, their strong commitment to the negotiations and their contribution to the successful conclusion of the negotiations. The law firm's partners know well how the sales and negotiation process goes and what to pay attention to. Often these are issues that I would never have thought of."
"With the help of the Dulewski Sikora law firm, I was successful in negotiating better conditions for entering the company, acquiring shares at a real good price and changing the company's articles of association in my favor. The partners of the law firm are distinguished by their thoroughness and exceeding the client's expectations. A big plus is also suggesting changes whose importance I was not aware of. Lawyers with a vocation - I am glad I came across them."
"We were more than happy with the service provided by Dulewski Sikora. Firstly, we successfully opened the company, secondly you helped us with recommending us an accounting company. You also helped us with better understanding of national legislative and helped us with investment process. To summarize, you went above and beyond to make sure that the whole process runs as smoothly as possible. We liked the professional approach that was provided, but the speed and responsiveness were the things that we especially appreciated."
"Cooperation with Dulewski Sikora resulted in a successful transaction. In particular, I liked the openness to the client, keeping in constant contact in the course of the transaction. As a client, I felt well informed about any options/risks that might be involved in the sale of the shares. Attorneys Sikora and Dulewski have a very good approach to the client, and with their work and actions taken, they inspire confidence and a sense that the matter entrusted to them will be well handled."
"We are an international business consulting firm and had the need to expand our business to Poland. Dulewski Sikora helped us in finding the right company structure and guided us through the whole process of establishing and registering our company in Poland. The proposed way to speed up the process helped us to get it done in a very short period of time. Everything was perfectly arranged and all the necessary documents were always ready on time. We see it as a great advantage that you are not only a “number” as you are in a big law firm."
"I had been contacted with few legal adviser before I found Dulewski Sikora Law Firm. But I collected all different information from each of them that made me hesitate, after I called all phone numbers I had, I chose Tomasz Dulewski, one of the founders of Dulewski Sikora. It is not easy to start a LLC company, especially a foreign company in Poland. A solid services like them will guarantee you are secured by law. Different lawyer will give different suggestions according to their experiences, so far Tomasz and Jakub’s suggestions never disappointed us."
"Thanks to the law firm's services, I have gained confidence in doing business. Today's market reality is very dynamic and you need to be ready for anything. The devil is in the details, and thanks to the cooperation with the law firm Dulewski Sikora I have the confidence that no detail has been overlooked. What I like about the law firm's services is the individual approach, the willingness to listen and most of all - the willingness to understand the problem in detail. I like the flexibility and open mind in solving problems."
We value our clients’ time. We know that many of them want to consult their legal problem with an expert right away. We invite you to contact us.