Buying a ready-made sp. z o.o. or an existing business in Poland is often faster than starting from scratch. But the buyer also takes on its history: unpaid VAT, ZUS arrears, financial statements never filed in the KRS. We check the company’s books and documents before the deal and describe what we found, so you decide with your eyes open. For sellers, we put documents and figures in order before negotiations.
Who it is for
- Buyers of some or all shares (udziały) in an sp. z o.o.
- Buyers of a ready-made sp. z o.o. with a history, a bank account and contracts.
- Buyers of a business from a JDG owner: clients, equipment, premises, the name.
- Owners of an sp. z o.o. or a JDG who want to sell or bring in a partner.
Checking the books before you buy
- Books and balance sheet: do balances match the bank and the documents.
- Tax office and ZUS arrears: we request certificates of no arrears (zaświadczenia o niezaleganiu).
- VAT: JPK returns, white list status, invoices in KSeF.
- KRS and CRBR: are annual financial statements filed, is the beneficial owner data up to date.
- Staff and contracts: umowy o pracę, zlecenie, unpaid wages.
- Loans from shareholders, guarantees and other obligations you will not see in the sales pitch.
You get the result in writing: which documents we reviewed and what discrepancies, debts and missing filings we found. The decision on the deal and the price stays with you. This is a bookkeeping check by an accounting office, not a statutory audit (badanie sprawozdania finansowego) and not a tax opinion.
Preparing for a sale
- We put the books in order and file any missing returns.
- We prepare figures for the buyer: revenue, costs, profit, debts.
- We obtain certificates of no arrears from the tax office and ZUS.
- If the business runs as a JDG, we calculate both routes on the figures: selling the enterprise, or converting it into an sp. z o.o. and selling the shares.
Deal taxes and formalities
- A share sale agreement is made in writing with notarised signatures. A lawyer or notary drafts it, and we give them the figures from the books.
- The buyer of shares pays 1% PCC and files PCC-3 within 14 days.
- A seller who is a private individual reports the income from the share sale in PIT-38.
- After the deal we update the CRBR within 14 days and the list of shareholders in the KRS.
- A buyer of an enterprise is jointly liable with the seller for its tax arrears, so certificates of no arrears matter before signing.
After the deal
We take over the books from the new owner’s first day: we take over documents and balances, check what has been filed and change access to the bank, KSeF and the tax office.
What we do not do
We are an accounting office: we keep the books, check documents, calculate taxes and file returns. In Poland, financial statements are audited by a firma audytorska, tax advice and opinions are given by a doradca podatkowy, and the agreement is drafted by a lawyer or notary. If the deal needs one of them, we will tell you who to contact. The MK Audit Group has carried out audits in Ukraine since 2000; we do not carry out audits in Poland.
Cost
The cost of a check depends on the size of the company and how many years and documents we need to review. We will name it after a short call, before any work starts.
Frequently asked questions
Can I sell a JDG?
A JDG itself cannot be sold, it is tied to a person. You can sell the enterprise: clients, equipment, premises, the name. Another route is to convert the JDG into an sp. z o.o. and sell the shares. We will calculate both routes on your figures, the choice is yours.
Is the buyer of shares liable for the company’s old debts?
The debts remain the company’s own, and they do not disappear when the owner changes. That is why they need to be found before the deal, not after.
How long does a check take?
It depends on the size of the company and how quickly the seller provides documents. We will give a timeframe once we see the scope.
We are the Polish accounting office of the MK Audit international audit and accounting group. The group’s audit practice has worked in Ukraine since 2000; in Poland we provide accounting and HR only. We work online across Poland and meet in person in Warsaw.
Tell us what you are buying or selling and what legal form the company has, and we will tell you which documents we need to check the books.
