Incorporation and corporate housekeeping
When a company is being set up, or its corporate affairs need putting in order.
Setting up companies, shareholders' meetings and board meetings, resolutions and amendments to the articles of association.
Attorney-at-law · Poznań, Poland
I protect companies and the people who run them.
Seventeen years in company law, ten of them in my own practice. I take companies from formation through transactions and financing rounds to litigation, and I defend board members against civil, administrative and criminal liability – from the first demand letter to the final judgment.
- Experience
- Over 17 yearsin company law, 10 of them in my own practice
- Owner
- Jakub Pawłowskiattorney-at-law (radca prawny), Poznań Bar
- Office
- ul. Litewska 3/260-605 Poznań, Poland
Practice areas
From incorporation to defending the board.
I provide comprehensive legal services to companies at every stage of their development: from formation and day-to-day corporate work, through ownership restructuring, to investment transactions and preparation for financing rounds. I handle everything from simple register filings to complex disputes between shareholders, and the defence of the people who run the company.
Corporate services and transactions
Register filings
When a change in the company has to reach the KRS or the beneficial owners register correctly and on time.
Applications and changes in the National Court Register (KRS), the Central Register of Beneficial Owners and other registers, from the first entry to deletion.
Articles, statutes and rules of procedure
When the founding documents are meant to protect the owners and settle disputes before they arise.
Statutes of legal persons, articles of association and rules of procedure for the management board, supervisory board and general meeting, tailored to the ownership structure and the division of responsibility.
Family foundations
When the business and the family’s assets are to outlast a change of generation.
Registration of a Polish family foundation (fundacja rodzinna) from A to Z: the statutes, succession and distribution rules, contribution of assets, entry in the register of family foundations and ongoing support. I registered my first one in September 2023; the foundations I service manage assets of over PLN 238 million.
Ownership restructuring
When the shareholder base is changing, or the structure needs tidying before an investor comes in.
Changes in the shareholder base, share sales and redemptions, conversions, and tidying up the structure before an investor comes in.
Investment transactions and funding rounds
When an investor is coming into the company, or a financing round is under way.
Capital structures for investors, share issues, term sheets, investment agreements and shareholders' agreements (SHA). I run the process from negotiating the terms to closing.
Protection of the company and its governing bodies
Liability of directors and supervisory board members
When a creditor, a public authority or an insolvency trustee reaches for a board member’s personal assets.
Defence of company officers in civil, administrative and criminal liability cases, from the first demand letter to a final and binding ruling.
Shareholder disputes
When a shareholder is blocking decisions, or control of the company is being fought over.
Conflicts inside companies: challenging resolutions, expulsion of a shareholder, settlements on exit, disputes over the exercise of shareholder rights and over control of the company.
Corporate compliance and contracts
When the board wants to take decisions in a way that does not expose its members personally.
Internal procedures, agreements and contracts that account for the liability of managers and supervisors, and ongoing advice on managing risk.
Commercial and administrative disputes
When a dispute goes to court or before an administrative authority.
Representing companies and their officers before the ordinary courts, the administrative courts, public authorities and the tax authorities.
Tax law
When the tax office is conducting an audit, or pursuing the company’s arrears from a board member.
Tax proceedings and audits, third-party liability for a company's tax arrears, complaints to the regional administrative courts and the Supreme Administrative Court.
White-collar and fiscal criminal cases
When criminal or fiscal-criminal proceedings reach the people who run the company.
Defence of company officers and of anyone handling a company's financial affairs in criminal and fiscal criminal proceedings.
Who I work for
Technology companies and start-ups, established family businesses and fund-backed companies.
Legal forms
Partnerships and companies, cooperatives, foundations and family foundations, funds and state-owned legal persons. I work throughout Poland.
Grounds of liability
Whoever runs a Polish company is liable on several grounds at once.
Creditors, the tax office, the social insurance institution (ZUS), the bankruptcy trustee and the prosecutor each rely on different provisions, and each procedure has its own rules of defence. Below are the grounds my clients face most often.
- Art. 299 Commercial Companies Code
- Personal liability of the directors of a limited liability company (sp. z o.o.) for its debts once enforcement against the company has proved ineffective.
- Art. 293 and 483 Commercial Companies Code
- Liability towards the company for damage caused by acts contrary to the law or the articles of association.
- Art. 116 Tax Ordinance
- Liability of directors, as third parties, for the company's tax arrears, and, through Art. 31 of the Social Insurance System Act, for unpaid social insurance contributions.
- Art. 21(3) Bankruptcy Law
- Damages for failing to file for bankruptcy within the statutory deadline.
- Art. 373 Bankruptcy Law
- A ban on conducting business and on holding office in company bodies.
- Art. 586 Commercial Companies Code
- The criminal offence of not filing for the company's bankruptcy once the grounds for it have arisen.
- Art. 296 Criminal Code
- Abuse of powers or breach of duty while handling the company's financial affairs.
- Art. 9 § 3 Fiscal Criminal Code
- Fiscal criminal liability of the person handling the company's business, and in particular financial, affairs.
About me
Seventeen years protecting companies and their boards.
Jakub Pawłowski attorney-at-law
For more than 17 years I have specialised in the legal protection of companies and their directors. My work focuses on regulatory compliance, representing clients in administrative and commercial matters, and effective protection against civil, administrative and criminal liability. I help clients draft agreements, contracts and corporate rules that govern the responsibility of executive and supervisory bodies.
Day to day I help companies manage risk, advise on compliance and represent clients before courts and administrative authorities. I approach complex legal problems with genuine commitment, supporting clients in commercial, civil and tax law. My aim is legal security that supports my clients’ growth and success.
- Education
- Faculty of Law and Administration, Adam Mickiewicz University in Poznań (2010); doctoral studies at the university's Department of Civil Procedure (2011–2014).
- Postgraduate studies
- Medical law, University of Warsaw (2011); insolvency law, Adam Mickiewicz University (2014); German Law Programme, Westfälische Wilhelms-Universität Münster (2016); intellectual property law, University of Warsaw (2018); company law, University of Warsaw (2022).
- Qualifications
- Attorney-at-law (radca prawny), professional examination passed with distinction (2016); Poznań Bar Association of Attorneys-at-Law, registration no. PZ-3991.
- Experience
- Litigation Department of the Minister of the State Treasury; Habdank & Wargin law firm, Poznań; Streitbörger Speckmann Rechtsanwälte und Notare (Germany); Regional Court in Poznań; District Court Poznań-Grunwald i Jeżyce in Poznań.
- Positions
- Court-appointed guardian (kurator) of commercial companies; member of Carpe Jus – European Lawyers Network.
- Languages
- Polish, German.
European network
Member of Carpe Jus – European Lawyers Network
I belong to Carpe Jus e.V., a network of European law firms through which I handle clients’ matters also where I have no office of my own: in every country of the network I work with a partner firm I know personally, which knows the local law and courts. The network charges no commission, and the client remains my client, with a single point of contact in Poznań.
- Network founded
- 2015
- Partner firms
- 24
- Countries
- 13
- Lawyers
- approx. 100
Contact
Let's start with a conversation.
Meetings at the office by appointment. I handle cases before courts and authorities throughout Poland.
Address Pawłowski Partnersul. Litewska 3/2, 60-605 Poznań, Poland
Phone +48 61 646 04 60
Mobile +48 602 422 021
Fax +48 61 646 06 21
E-mail biuro@pawlowski-partners.pl