BIZ PARTNER

    Business AdvisoryNEW

    Shareholder & Governance Advisory in Poland

    Agree how you own, manage and develop the business together.

    For business owners bringing in a partner, reviewing decision-making arrangements or preparing for changes in ownership. BIZ PARTNER helps structure the discussion, assess practical options and define the matters that require legal implementation.

    • Ownership and responsibilities
    • Decision-making and governance
    • Partner entry and exit

    The service

    What is shareholder and governance advisory?

    Shareholder and governance advisory helps business owners assess and agree how ownership rights, management responsibilities and significant decisions should work together. It addresses the practical arrangements between owners and their relationship with the company’s management.

    For a business connected with Poland, the engagement also identifies which proposals require assessment under applicable law and implementation through appropriate agreements, corporate documents or approvals.

    A governance roadmap records recommendations and agreed principles. It does not, by itself, amend company documents or create enforceable rights.

    Your starting point

    What needs to be agreed between the owners?

    A

    A new partner is joining

    You need to clarify what the incoming partner contributes, what ownership means in practice and how the relationship will work.

    • What will each partner contribute?
    • Which roles and responsibilities will each person take?
    • What needs to be agreed before ownership changes?

    B

    Ownership and daily responsibilities have become unclear

    Some owners work in the business while others take a less active role, and expectations are no longer aligned.

    • Which decisions belong to owners and which to management?
    • How should working roles and remuneration be addressed?
    • What information should owners receive?

    C

    Important decisions are becoming difficult

    The business needs a clearer way to approve significant actions and address disagreements.

    • Which matters should require additional approval?
    • How should decisions be prepared and recorded?
    • What process should apply when owners cannot agree?

    D

    A partner may leave or ownership may change

    You want to consider how a future transfer, departure or other ownership event should be handled.

    • What process should apply to a proposed transfer?
    • How should valuation and payment principles be considered?
    • Which continuity arrangements need specialist legal review?

    The central deliverable

    Ownership & Governance Review

    A written framework for the decisions owners need to make.

    The core engagement reviews an agreed ownership or governance question and produces documented recommendations. The scope identifies the participants, entities, documents and decisions covered.

    An engagement may conclude that existing arrangements should be retained, clarified or implemented more consistently rather than replaced.

    Legal drafting, formal legal or tax opinions, valuation, filings and representation are included only where expressly agreed and assigned to appropriate professionals.

    1. 01

      Current-state map

      An overview of the relevant ownership, management roles, existing arrangements and decision-making processes, based on the information reviewed.

    2. 02

      Issues and priorities

      A structured list of unclear expectations, governance gaps and matters requiring agreement or professional assessment.

    3. 03

      Options assessment

      Practical alternatives compared against the owners’ objectives, operating needs and relevant implementation constraints.

    4. 04

      Governance principles

      Written recommendations or a record of principles agreed by the participants, with open matters and assumptions clearly identified.

    5. 05

      Implementation roadmap

      The documents, approvals, specialist input and sequence of actions required to put the selected approach into effect.

    Illustrative deliverable outline
    1. Ownership
    2. Decision-making
    3. Management responsibilities
    4. Ownership changes

    Illustrative governance framework - not a legal recommendation.

    Analysis scope

    What the review can cover

    The workstreams follow the ownership decision. The following areas are not automatically included in every engagement.

    Ownership & Partner Contributions

    What does each owner bring to the business?

    Review of ownership objectives, expected financial or operational contributions and matters requiring agreement before a change.

    Decision Rights & Reserved Matters

    Which decisions require owner involvement?

    Assessment of decision categories, approval processes and matters proposed for additional shareholder oversight, subject to legal review.

    Management Roles & Accountability

    Who is responsible for running the company?

    Clarification of operational roles, reporting lines and the distinction between ownership, management appointments and employment or service arrangements.

    Information & Financial Expectations

    What should owners know and discuss?

    Assessment of reporting expectations, budget oversight and principles for discussing remuneration, funding and profit distributions.

    Disagreement & Deadlock Processes

    What happens when agreement cannot be reached?

    Consideration of escalation, discussion and resolution processes, with specialist assessment of any proposed contractual mechanisms.

    Transfers, Exit & Business Continuity

    How should ownership changes be approached?

    Review of proposed transfer processes, exit objectives, valuation principles and continuity questions requiring legal, tax or valuation input.

    Comparing the options

    The arrangement has to work in everyday business

    A governance framework should reflect how the business operates, how owners participate and what happens when circumstances change. More approval rights do not automatically create better governance.

    Business factors used to compare governance arrangements
    Decision factorWhat the review considers
    Business objectivesWhether the arrangement supports the owners’ agreed direction and operating needs.
    Decision-makingWhether responsibilities and approval processes are clear and workable.
    Balance between ownersHow participation, information and proposed protections interact.
    Operational practicalityWhether management can carry out its responsibilities without unnecessary uncertainty or delay.
    Legal implementationWhich proposals require legal assessment, documentation or corporate action.
    Change and continuityHow the framework may operate when roles, relationships or ownership change.

    Principles and legal implementation

    From commercial agreement to legal implementation

    Owners first need clarity on the business arrangement they want to achieve. The legal implementation must then be assessed against the company’s circumstances, existing documents and applicable law.

    Depending on the agreed scope, implementation may involve a shareholders’ agreement, amendments to constitutional documents, corporate resolutions or related arrangements. The appropriate documents and their interaction require qualified legal assessment.

    1. 01Clarify the intended arrangement.
    2. 02Assess the appropriate legal mechanisms.
    3. 03Prepare and complete the agreed implementation.

    The process

    From ownership questions to an implementation roadmap

    1. 01

      Define the situation

      Describe the business, the owners involved and the decision or difficulty you want to address.

    2. 02

      Agree the engagement

      Confirm the client, participants, scope, responsibilities and how information will be shared.

    3. 03

      Review existing arrangements

      Examine the relevant documents, roles and current decision-making practices.

    4. 04

      Assess the options

      Compare practical approaches and identify matters requiring agreement or specialist input.

    5. 05

      Document the conclusions

      Provide the agreed recommendations, principles and open issues.

    6. 06

      Implement, where agreed

      Proceed with separately scoped legal drafting, corporate actions and other professional work.

    The work combines document review, consolidated written questions and focused discussions. You can begin with a short written description of the situation.

    Practical questions

    Examples of questions a project can address

    Illustrative scenarios, not client case studies.

    Two founders are bringing in a third partner

    Decision
    What should be agreed before the ownership change?
    Analysis
    Expected contributions, operational roles, decision rights, information needs and future ownership changes.
    Output
    A written framework of proposed principles, open questions and legal implementation steps.

    Equal owners disagree on major spending

    Decision
    How should significant commitments be approved?
    Analysis
    Existing authority, categories of decisions, information required for approval and possible escalation processes.
    Output
    Recommendations for a workable decision process and matters requiring legal documentation.

    One owner plans to step back from daily operations

    Decision
    How should the change in involvement affect the working arrangements?
    Analysis
    Management responsibilities, remuneration arrangements, reporting expectations and ownership objectives.
    Output
    An assessment of the proposed transition and a roadmap for the necessary agreements and corporate actions.

    Trust and professional roles

    Clear roles for a sensitive business discussion

    An ownership engagement should identify who the client is, who participates and how information and recommendations will be shared. These points are particularly important where owners have different objectives.

    Commercial analysis, legal advice and advice to individual shareholders may involve different professional responsibilities. The engagement should define those responsibilities before substantive work begins.

    Where the owners’ positions differ significantly, separate participants may need independent advice.

    Scope and fees

    A scope built around the ownership decision

    Fees depend on the questions being assessed, the number of entities and participants, the existing documentation, the complexity of the proposed arrangements and the professional input required.

    The proposal defines the client, scope, deliverables, responsibilities, fees and exclusions before substantive work begins.

    Core advisory scope

    • Review of agreed facts and documents.
    • Assessment of specified governance questions.
    • Written recommendations or agreed principles.
    • An implementation roadmap.

    Additional work, where agreed

    • Qualified legal or tax opinions.
    • Drafting and negotiation of legal documents.
    • Business valuation.
    • Corporate resolutions and registrations.
    • Advice to individual participants through separately defined engagements.

    FAQ

    Questions about shareholder and governance advisory

    Is this only for businesses with an existing dispute?

    No. An engagement can help owners clarify arrangements before a new partner joins, responsibilities change or significant decisions arise.

    Can we review an existing shareholders’ agreement?

    Yes, where included in scope. Commercial objectives can be reviewed alongside existing arrangements, while legal interpretation and drafting require appropriately qualified input.

    Is a shareholders’ agreement the same as the company’s constitutional documents?

    No. They serve different purposes, and their interaction depends on the applicable law and the company’s circumstances. The appropriate arrangement requires legal assessment.

    Can you help with a 50/50 ownership structure?

    A project can assess decision-making, responsibilities and possible processes for disagreement. No mechanism can guarantee that owners will always reach agreement.

    Does the service include drafting legal documents?

    Only where expressly agreed and assigned to appropriate professionals. Advisory conclusions and legal implementation are distinct workstreams.

    Can one shareholder contact you first?

    Yes. Before substantive work begins, the engagement must clarify who the client is, what can be reviewed and how other participants may be involved.

    Does the engagement include valuing an owner’s shares?

    Only if specifically agreed. A review may identify the need for valuation principles or a separate valuation assignment.

    What should we prepare?

    Usually an ownership overview, relevant company documents, existing agreements and a description of the decision or concern. A tailored document list follows the scope discussion.

    Start with your situation

    What do the owners need to agree?

    Describe the ownership situation and the decision you want to address. This provides a starting point for defining the participants, professional roles and appropriate scope.

    Contact BIZ PARTNER

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    Start with a short written brief. Relevant documents can be requested once the scope and appropriate sharing method are agreed.