The form of the Share Purchase Agreement
Pułka & Partnerzy
1 March 2023

First of all, pursuant to the art. 180 of the Polish Commercial Companies Code, the sale of the shares of a Polish limited liability company shall be made in a written form with notarized signatures. Since the transaction is made in a form of the contract of sale, it is governed by the general provisions of the Polish Civil Code regarding the contract of sale.

In particular, according to the art. 535 of the Polish Civil Code, in the contract of sale the seller agrees to transfer the ownership and give the property (goods or immovables) to the buyer, and the buyer agrees to receive it and to pay the price to the seller. Therefore please note that the essential elements of each contract of sale (i.e. the minimum contents of such contract) are as follows: the subject of the contract, the parties to the contract and the price.

What is important, according to the art. 555 of the Polish Civil Code, the abovementioned regulations shall be applied also to the sale of rights (inter alia, to the sale of shares) accordingly.

It means that the following elements have to be specified in each share purchase agreement: (i) the entity who sells the shares, (ii) the entity to whom the shares are being sold (who purchases the shares), (iii) the number of shares in a specified company that constitute the subject of sale, (iv) the amount of the purchase price. In other words, the aforementioned contractual elements shall be included in the contract which is signed at the notary’s in order to make the sale of shares effective, while other additional elements are only optional and there is no need to include them in the contract signed at the notary’s in order to make the whole transaction valid and legally enforceable.

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