Company Acquisition Guide
There are no serious restrictions on the registration or acquisition of shares in companies done by foreigners in the countries of Central Eastern Europe.
The company is defined to be controlled by a foreigner if they have directly or indirectly more than 50% of votes at the shareholders' meeting or general meeting, also as a pledgee, user or under agreements with other persons, or if they have a dominant position within the meaning of the relevant provisions of the Companies Acts of the Central Easter European countries.
It should be noted that normally control in companies with assets such as real estate cannot be taken over by a foreigner without the consent of the Minister of the Interior. And yet Lee & Bronski offer assistance in the purchase of companies holding properties, and we seek exemptions from the requirement to obtain such a permit.
Although local legislation in each represented country may slightly differ, the general rules come down to similar principles. Taking Poland as an example - with the exception of real estate located in the border zone and agricultural land with an area of more than 1 ha, obtaining a permit is not required for:
- purchase of an independent dwelling, or shares or stocks in a company based in Poland
- purchase of independent commercial premises intended for garaging or a share in such premises, if it is -intended to satisfy the housing needs of the buyer or owner of real estate, or an independent dwelling, as well as shares or stocks in a company based in Poland, which is the owner of such premises,
- purchase of real estate by a foreigner residing in Poland for at least 5 years since being granted a permanent residence permit or a long-term EU residence permit;
- acquisition of real estate which, as a result of the acquisition, will constitute a legal commonality of the spouses, by a foreigner who is the spouse of a Polish citizen and residing in Poland for at least 2 years since being granted a permanent residence permit or a long-term resident's EU residence permit;
- purchase of real estate by a foreigner, if on the day of purchase they are entitled to statutory inheritance from the real estate seller and the real estate seller is its owner or perpetual usufructuary for at least 5 years;
- acquisition of an undeveloped real estate for statutory purposes by a controlled legal person or a commercial company based in Poland without legal personality, the total area of which throughout the country does not exceed 0.4 ha in the area of cities;
- and others.
As a rule a permit is not required in case of the acquisition of real estate located in Poland and the acquisition of shares or stocks in companies based in Poland by foreigners who are citizens or entrepreneurs having their place of residence or seat in the territory of the European Economic Area, being owners or perpetual users of real estate located in Poland, if these companies are or become controlled companies as a result of the acquisition.
It is worth remembering that, according to the law, the area of real estate purchased by a foreigner in order to meet their life needs may not exceed 0.5 ha, and in case of economic or agricultural activity conducted in most CEE countries by a foreigner, it should be justified by actual needs resulting from the nature of the economic activity.