Babken Khanzadyan

Babken Khanzadyan ...

Personal interests are usually associated with the protection of natural persons 👤 – but let's not forget that legal per...
23/07/2026

Personal interests are usually associated with the protection of natural persons 👤 – but let's not forget that legal persons, such as companies, foundations or associations 🏢, are also entitled to protection where their personal interests are infringed.

Which personal interests are enjoyed by legal persons? These include:
📌 the business name,
📌 identifying designations,
📌 good name and reputation,
📌 the freedom to pursue statutory activities,
📌 the right to undisturbed communication,
📌 the inviolability of premises used in the conduct of its activities.

What can a legal person do once its personal interests have been infringed?

It may demand:
1️⃣ that the infringer cease further infringements and remedy their effects,
2️⃣ compensation for non-pecuniary harm (including by way of payment of an appropriate sum to a designated social cause),
3️⃣ damages – where pecuniary loss has been sustained.

⚖️ In its ruling of 3 October 2023 (case ref. no. III CZP 22/23), the Polish Supreme Court held that legal persons may claim compensation for non-pecuniary harm on the same terms as natural persons.

‼️ Bear in mind: entitlement to such compensation depends on actual harm having been sustained – a non-pecuniary detriment resulting from the infringement, consisting in the inability to carry on the entity's activities as before, or in material difficulty in doing so.

Has your business, company or foundation ever had its personal interests infringed?
Share your experience in the comments 💬

The death of a shareholder can paralyse your company overnight. Are you prepared?What happens to a LLC after a sharehold...
21/07/2026

The death of a shareholder can paralyse your company overnight. Are you prepared?

What happens to a LLC after a shareholder's death – and how to prevent your business from grinding to a halt?

In a limited liability company, two governing bodies play a key role:
✅ the management board – responsible for the day-to-day management of the company, and
✅ the shareholders' meeting – responsible for the most important decisions, including the approval of financial statements.

Under "normal" circumstances, everything runs smoothly – shareholders vote, the documentation is filed with the National Court Register (KRS), and the company carries on with its business.

The problem arises, however, when one of the shareholders passes away. Although no one thinks about it when setting up a company, our experience shows that such situations can paralyse the company's operations – and it is usually only then that a lawyer ⚖️ is called in to help.

In the absence of a shareholder, the company may temporarily come to a standstill ⚠️ – it is simply impossible to convene a shareholders' meeting if there is no one to represent the deceased's shares.

So what should be done?

As soon as possible:
👉 Initiate inheritance proceedings or visit a notary to obtain a deed of certification of succession.
👉 Once it has been established who inherits the shares, file an application with the National Court Register (KRS) to register the new shareholders.

It is worth remembering❕ that – unless the articles of association provide otherwise – the shares of the deceased automatically form part of the estate.

💡 Tip: it is worth including appropriate provisions in the articles of association as early as at the incorporation stage, to keep the company running smoothly in such difficult circumstances. Failing to plan ahead for such a scenario can prove very costly when you eventually have to face it in practice.

The template articles of association from the S24 system are cheap and fast. And that is exactly why they can become a t...
18/07/2026

The template articles of association from the S24 system are cheap and fast. And that is exactly why they can become a trap.

They lock you into a rigid framework. You cannot add non-standard provisions, you cannot protect a minority shareholder, and you cannot plan for succession. So when shareholders' interests diverge, the absence of such provisions can paralyse the entire company.

Before you sign, ask yourself three questions:

🔷 Who really makes the decisions?
🔷 What happens in a shareholder conflict?
🔷 How do you want to enter and exit the company?

If your answers go beyond the standard, articles drafted for your specific business are an investment that saves you from disputes later.

Remember too that you cannot put anything you like into the articles. The freedom is limited by the statute and by the nature of the company, and provisions that contradict them are simply invalid.

Template or articles drafted for your specific business: what would you choose when setting up?

The template articles of association from the S24 system are cheap and fast. And that is exactly why they can become a t...
09/07/2026

The template articles of association from the S24 system are cheap and fast.
And that is exactly why they can become a trap.

They lock you into a rigid framework.
You cannot add non-standard provisions, you cannot protect a minority shareholder, and you cannot plan for succession. So when shareholders' interests diverge, the absence of such provisions can paralyse the entire company.

Before you sign, ask yourself three questions:

1. Who really makes the decisions?
2. What happens in a shareholder conflict?
3. How do you want to enter and exit the company?

If your answers go beyond the standard, articles drafted for your specific business are an investment that saves you from disputes later.

Remember too that you cannot put anything you like into the articles. The freedom is limited by the statute and by the nature of the company, and provisions that contradict them are simply invalid.

Template or articles drafted for your specific business: what would you choose when setting up?

03/07/2026

Don't treat your company's articles of association as a formality to tick off at the notary's.
It's one of the most expensive mistakes you can make at the start of a business.

The Commercial Companies Code only sets the framework.
⚖️ Article 157 of the Code specifies what the articles of a limited liability company must contain:

🔸 the company name and registeredoffice,
🔸the scope of business,
🔸the share capital,
🔸whether a shareholder may hold more than one share,
🔸the number and value of shares,
🔸the duration of the company if it is fixed.

That is the bare minimum.
The real value ❕ of the articles lies in what you add beyond the statute:
👉🏻 rules for shareholders joining and leaving,
👉🏻 preferred shares,
👉🏻 majority thresholds for keyresolutions,
👉🏻 restrictions on the transfer of shares,
👉🏻 rights of first refusal,
👉🏻 rules for appointing the management board.

These are the provisions that decide how the company actually works once tension between shareholders appears.

Do you know what your company's articles contain beyond the statutory minimum?

29/06/2026

After years of advising foreign investors in Poland, I can say with confidence that their biggest problem isn't any single regulation - it's understanding the system as a whole.

Polish law isn't hostile to foreigners. What it lacks is the transparency that investors from London, Munich or New York are used to.

That's why half my work isn't drafting legal documents - it's translation. Not from Polish into the client's own language, but from the language of regulation into a business decision.

To run a company, a client doesn't need to master every legislative detail. The real question they want answered is simple: what does this mean for my investment?

Most of the investors who come to me have already been let down once - by an advisor or middleman who made big promises and then vanished the moment a serious problem appeared.

The most important skill in business is managing risk. That doesn't mean every move has to be a gamble. Bring the right professionals on board, and you cut your exposure dramatically.

Start with a good lawyer.

Do you agree or do you think the real problem for foreign investors lies somewhere else?

20/06/2026

You do not need Polish citizenship, and often not even a residence card, to own a Polish company.
For many foreign founders, that comes as a real surprise.

👉 Who can register a company in Poland?

Foreigners can run a business in Poland, but the form available to you depends on your citizenship and your residence status.

🌍 EU and EEA citizens can, as a rule, operate on the same terms as Polish citizens.

Citizens of third countries can register sole proprietorship (JDG) only with the right residence basis, for example a Polish Card, permanent residence, or a specific type of temporary residence permit.

🏢 A limited liability company is a different story.
A foreigner can usually set one up without Polish citizenship and without a residence card. What you mainly need is a valid passport and properly prepared documents.

For many investors entering the Polish market, the limited liability company is therefore the simplest place to start.

Which of these describes your situation: are you exploring Poland as an EU citizen, or coming from outside the EU?

After years of advising foreign investors in Poland, I can say with confidence that their biggest problem isn't any sing...
17/06/2026

After years of advising foreign investors in Poland, I can say with confidence that their biggest problem isn't any single regulation — it's understanding the system as a whole.

Polish law isn't hostile to foreigners. What it lacks is the transparency that investors from London, Munich or New York are used to.

That's why half my work isn't drafting legal documents — it's translation. Not from Polish into the client's own language, but from the language of regulation into a business decision.

To run a company, a client doesn't need to master every legislative detail. The real question they want answered is simple: what does this mean for my investment?

Most of the investors who come to me have already been let down once — by an advisor or middleman who made big promises and then vanished the moment a serious problem appeared.

The most important skill in business is managing risk. That doesn't mean every move has to be a gamble. Bring the right professionals on board, and you cut your exposure dramatically.

Start with a good lawyer.

Do you agree or do you think the real problem for foreign investors lies somewhere else?

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