Only for the first time in 2015. In the third quarter of 2014, the courts ruled on the bankruptcy of 184 Polish companies , a figure 3 percent higher than after 2014. first quarter. The largest increase in the number of bankruptcies was recorded in the transport sector (as much as 86% compared to the same quarters of 2014-2015).
Protecting a transport company by changing its legal form – is the mission possible?
The voivodship ( Województwo Mazowieckie ) opens the list of voivodships with the largest number of corporate bankruptcies. This reflects the fact that the region is also home to the largest number of registered businesses. There was a slight decrease in the number of bankruptcies in central Poland (5 subjects less than in the same period a year ago). The situation has also improved in Opole and the Warmian-Masurian Voivodeship (Województwa Opolskie i Warmińsko-Mazurskie).. Other regions in Greater Poland, the West Pomerania and the Pomeranian Voivodeship are doing much worse. Here in the first three of 2015. months compared to the corresponding period in 2014. During the period, the number of bankruptcies increased. There are several reasons for this, such as unstable economic policies and the international market situation (Russian embargo, MiLoG, Loi Macron), severe consequences of foreign inspections in Western Europe, an increase in driver claims in labor courts, insolvency of contractors and unfairness, delays in policyholders ‘ compensation procedures, refusals to pay compensation and transport damage .
The problem of bankruptcy mainly affects small and medium-sized enterprises?
This is due, among other things, to its limited access to capital in crisis situations. Due to the above facts, in the current market situation, as well as in accordance with the applicable laws, the management of a transport company in the form of a sole proprietorship (jednoosobowa działalność gospodarcza) is not the best solution. In the current legal situation, in the case of such a form of activity, there are no effective legal means to overcome the problems and ensure the smooth operation of the company. New transport capital companies could be a way out in this situation (Polish: spółka kapitałowa) or the possibility of transforming the current business into a capital company (private limited company) (Polish Association of Public Administration) or a public limited company (Polish: spółka akcyjna) ), which is becoming increasingly popular due to its advantages (limitation of the personal liability of the entrepreneur, protection of the company’s activities in the event of death or illness, higher prestige or access to capital). Generally speaking, if we imagine an entrepreneur who lives two different lives:
- as a private individual
- as an entrepreneur
We are talking about the removal of all legal relations relating to his professional life and the creation of a capital company out of them.
A restructured company has all the rights and obligations of a restructured entrepreneur!
Such a restructured company shall remain an entity with all permits, concessions and licenses granted to the entrepreneur prior to the restructuring of the company. The undoubted advantage of transforming a business into a capital company is:
– it is possible to switch from one activity to another practically without any problems. An entrepreneur does not need the consent of his contractors to enter into such a transaction and transfer his legal position to the company.
It should not be forgotten that, from the moment of reorganization, the assets of the company are separated from the personal assets of its owner. In practice, this means that the bailiff will only be able to take legal action on the company’s assets.
Protecting a transport company by changing its legal form – “NO” IMPORTANT?
When the business involves making serious commitments ( bank loan, taking responsibility for goods, etc.), which is directly related to the specifics of the transport sector. Then the greatest risk arises from debts that cannot be repaid from the current operations of the company. There will also be a real risk that recovery will be directed to personal property (house / apartment, personal car, savings, etc.). It is worth noting that the votes against limited liability companies (Polish: spółka z oo) relating to the personal liability of members of the board for the debts of a company, which arises primarily from a lack of understanding of the substance of that liability. There is no way to talk about this liability arising automatically when a company lacks the funds to cover its debts. Doing business in the form of a capital company (spółka kapitałowa) also offers completely new opportunities to raise capital for further business (issuing bonds or increasing the authorized capital). This is often a very attractive alternative to ‘traditional’ financing options – usually loans . Not only does it “eliminate” the problem of meeting strict creditworthiness conditions (which banks often increase), but it also opens up the possibility of more flexible coordination of financing conditions. Finally, one of the clear advantages of doing business as a limited liability company (lenk.spółka z oo) is an easy change of ownership that does not require the sale of the company’s assets, such an operation being limited to the transfer of shares, which requires much less labor and resources. In addition, given that the company’s affairs are formally managed by the board , the occurrence of special life situations (death, serious illness, leaving the country, etc.) does not paralyze the company’s activities.
Is there a possibility of losing the company?
The partner is not necessary to manage the affairs, and even after the death of the owner, the company can continue to operate (since it has its own assets and is itself the subject of contracts), and the inheritance process is limited to shares. Thus, the relatives of the partner are not at risk of losing the company simply because a protracted inheritance case does not make it possible to determine who is entitled to continue the business. Finally, it should be noted that, although the advantages described above are specific to capital companies ( spółka kapitałowa) (usually a limited liability company). There are also different application configurations for this type of enterprise. One of the main ones is the transformation of a sole proprietorship into a capital company:
– in case the entrepreneur is interested in continuing his activity
– setting up a new business (when time is an important factor)
– the choice of a limited liability company as a partner in a limited partnership in order to limit liability and at the same time take advantage of the partnerships.
Transforming an individual active recommendation into another legal form, why?
In view of the above, it should be emphasized once again that management transport company as a sole proprietorship (Polish jednoosobowa działalność) for many reasons in particular dangerous , for example because of the very high level of responsibility involved in the pursuit of the profession of road transport operator. In many cases, the occurrence of any of the above phenomena, especially in small transport companies, leads to their closure or bankruptcy. Enforcement of property directly affects the private property of the owner and his family.
