Business Succession - Succession in Business
Business succession is a process—we support you every step of the way
At LO:ME Law Firm, we help business owners prepare for and execute succession planning in a way that is tailored to their family, financial, and business circumstances. We analyze the available options, explain their implications, and prepare the documents needed to implement the chosen approach.
We do not offer a one-size-fits-all solution to every client. A family foundation, a donation of shares, a will, converting the business into a corporation, amending the articles of incorporation, or selling the business can lead to different outcomes. Our task is to determine which of these tools truly aligns with your goals.
- Succession Audit
- Succession Plan
- Family Foundation
- Succession Management in a Sole Proprietorship
- Temporary Representative of an Entrepreneur’s Spouse
- Succession in Companies
- Transformations and Reorganizations
- Wills, Gifts, and Probate Documents
- Family Governance and Rules for Successors’ Cooperation
- Concessions, Permits, Licenses, and Contracts
- Employees and Management
- Analysis of Tax Implications
- Sale of the Company or Entry of an Investor
- Disputes Regarding Succession
Are you looking for a trusted advisor on business succession? You’ve come to the right place.
Attorney Katarzyna Bodnar
The successful transfer of a business requires not only a thorough knowledge of corporate law, but above all the ability to reconcile formal requirements with the operational realities of the business. In the area of business succession, Katarzyna Bodnar’s experience in corporate law, risk analysis, and drafting precise commercial contracts is of key importance.
Thanks to many years of experience gained in complex business transactions—including at an international law firm and through direct collaboration with private equity firms—Attorney Bodnar establishes a secure and sustainable legal framework for the transfer of knowledge, authority, and capital within a company. Her analytical approach and meticulousness enable her to precisely protect the organization against potential property and corporate disputes, ensuring the uninterrupted continuity of its operations.
Succession Audit
- We review the current legal status of the company and its owner. We analyze the form of business operation, share structure, asset composition, articles of incorporation, rules of representation, liabilities, financing, key contracts, intellectual property rights, real estate, concessions, licenses, and permits.
- We determine what will happen to the company’s individual assets in the event of the death of the owner or a partner. We identify missing documents, provisions that could hinder succession, and areas where there is a risk of dispute, loss of control over the company, or business interruption.
Following the audit, you receive specific recommendations and a step-by-step action plan.
Succession Plan
- We prepare a plan for the transfer of ownership, management, and responsibility for the company. We determine who will become the owner of the business, who will manage it, what powers the current owner will retain, and how family members who will not be working in the company will be provided for.
- The plan may include transferring the business to children or other family members, appointing a professional board of directors, gradually transferring ownership interests, reorganizing a group of companies, establishing a family foundation, or preparing the company for sale to an investor.
We prepare an implementation schedule and coordinate the individual stages of the process.
Family Foundation
- We assess whether a family foundation is the right solution for your business and assets. We analyze its applicability in comparison with other options, including donations, wills, changes to corporate structures, or the direct transfer of shares to successors.
- If establishing a family foundation is justified, we help design its structure. We define the founder’s role, the circle of beneficiaries, the rules for disbursing benefits, the composition and powers of the governing bodies, the decision-making process, and the terms for managing the assets.
- We prepare the articles of incorporation, documents regarding the appointment of governing bodies, a list of beneficiaries, and all other documentation required to establish and register the foundation. We also assist in planning the contribution of shares, stocks, real estate, and other assets to the foundation.
- After registration, we assist the foundation in managing its governing bodies, updating its documentation, passing resolutions, providing services, and resolving issues related to its day-to-day operations.
Succession Management in a Sole Proprietorship
- We help business owners registered with CEIDG prepare their companies for the period following their death. We advise on selecting a succession manager, prepare the necessary documents, and assist with filing the notification with CEIDG.
- We also verify whether contracts, bank accounts, powers of attorney, employee relationships, administrative decisions, and record-keeping practices will allow the business to continue operating smoothly as part of the estate.
- If a succession manager was not appointed during the entrepreneur’s lifetime, we support the family and heirs in taking the necessary steps following the entrepreneur’s death.
Temporary Representative of the Entrepreneur's Spouse
- We provide advice in situations where a business is operated by an entrepreneur, but its assets are also owned by the entrepreneur’s deceased spouse. We help determine whether it is possible and necessary to appoint a temporary representative to exercise the rights pertaining to the deceased spouse’s interest in the business.
- We prepare the necessary documentation, coordinate with a notary public, and help determine the scope of actions required to secure the assets until the probate proceedings are concluded.
Succession in Companies
- We analyze articles of association and bylaws with regard to the death of a partner, the inheritance of shares, the admission of heirs to the company, the redemption of shares, and settlements with the family of the deceased partner.
- We draft amendments to articles of association, shareholder agreements, preemptive rights to acquire shares, buyout mechanisms, and valuation rules. We design solutions that limit the risk of unintended individuals joining the company, the fragmentation of shares, or the emergence of lasting conflicts between shareholders and heirs.
- We also help clarify the rules for appointing the management board, supervisory board, and other corporate bodies following a generational transition.
Transformations and Reorganizations
- We assess whether the current business structure is suitable for succession planning. If changes are needed, we advise on converting a sole proprietorship into a corporation, merging or splitting companies, contributing a business to a corporation, and reorganizing a group of entities.
- We prepare corporate documentation, handle registration procedures, and coordinate efforts with accountants, tax advisors, notaries, and other specialists involved in the process.
Wills, Gifts, and Probate Documents
- We develop solutions for the inheritance of shares, stocks, businesses, real estate, and other assets. We assist in drafting a will that aligns with your succession plan and evaluate the feasibility of using a specific bequest, a testamentary disposition, an executor, and other instruments of inheritance law.
- We advise on gifts, the transfer of shares and stock, and the gradual transfer of assets to successors. We analyze the impact of planned actions on the situation of other heirs, including potential claims regarding the reserved share.
Family Governance and Rules for Succession
- We help establish guidelines for family members’ involvement in the business. We draft family constitutions, family agreements, bylaws for governing bodies, and procedures for making key decisions.
- These documents may govern the terms of employment for family members, required qualifications, compensation structures, profit distribution policies, access to information, conflict resolution, and the sale of shares to non-family members.
- The goal is to separate family matters from the day-to-day management of the business and to minimize the risk that personal conflicts will hinder business decision-making.
Concessions, Permits, Licenses, and Contracts
- We determine which administrative decisions, registry entries, and authorizations are necessary to conduct business. We verify whether they can continue to be enforced following the death of the business owner, a change in ownership, or a corporate reorganization.
- We prepare applications for the confirmation or transfer of decisions and represent the client before the relevant authorities.
- We also analyze commercial, credit, lease, rental, insurance, and licensing agreements. We review provisions regarding a change in control, the death of a party, termination of the agreement, and the requirement to obtain the counterparty’s consent for the transfer of rights and obligations.
Employees and Management
- We help ensure continuity in relationships with employees and those responsible for the day-to-day operations of the company.
- We analyze contracts with key managers, the scope of powers of attorney, rules of representation, and decision-making procedures in the event of the owner’s temporary or permanent absence.
- We develop solutions to retain key personnel during a generational transition and clearly define their roles in relation to the successors.
Analysis of Tax Implications
Each succession option may have different tax implications. Therefore, before implementing a solution, we determine what tax analyses are needed and coordinate our efforts with a trusted tax advisor.
This allows us to assess the effects of gifts, inheritances, corporate reorganizations, transfers of shares, contributions of assets to a family foundation, and distributions to beneficiaries before the documents are signed.
Sale of the company or an investor's entry
The absence of a successor does not mean that succession is impossible.
- We assist owners who are planning to sell their business, shares, or stock; transfer management to executives; or bring in an investor.
- We organize the company’s legal affairs, prepare it for due diligence, draft transaction documentation, participate in negotiations, and safeguard the owner’s interests during the exit process.
Disputes Regarding Succession
We help resolve conflicts between partners, heirs, beneficiaries of family foundations, and members of governing bodies. We conduct negotiations, participate in mediations, and draft settlement agreements.
When an agreement cannot be reached, we represent clients in proceedings concerning inheritance, statutory shares, the validity of wills, settlements between partners, the exercise of rights attached to shares, and the liability of asset managers.
What is it like to work with the LO:ME Law Firm in Gdynia?
Understanding the Company’s Structure
First, we familiarize ourselves with the company’s structure, the owner’s family situation, and the owner’s goals. Next, we conduct a document review and present possible options along with their implications, costs, and risks.
We Prepare an Action Plan
After selecting a solution, we prepare an action plan and the necessary documentation. We coordinate with a notary, accountant, tax advisor, or bank, if their involvement is required.
We Help with Changes
We assist with making changes to registries, companies, and governing bodies; transferring authority to successors; and adjusting succession plans when family, financial, or business circumstances change.
Representation in Court and Arbitration
Do you need a lawyer to represent you in court? We handle our clients’ cases before courts, government agencies, and in arbitration proceedings. In seeking to resolve a dispute, we choose strategies that protect our clients and provide them with the solution best suited to their needs.
The measure of an entrepreneur’s success is not how efficiently the company operates under his leadership, but whether it can continue to grow in his absence.