Abstract

The provisions of the Commercial Companies Code admit cross-border merger capacity of Polish joint-stock companies and limited joint-stock partnerships. However, apart from the companies mentioned in Art. 491¹ of the Code, mergers are also allowed for other partnerships to which such right is granted under the treaty provisions guaranteeing fundamental business freedom. In the light of Art. 491 and 517–527 of the Commercial Companies Code which allow mergers for Polish partnerships it should be assumed that any Polish partnership may merge with either a domestic partnership or a counterpart partnership established or having its principal place of business in another EU Member State. This article outlines the legal order for cross-border mergers of partnerships, as well as the regulations protecting the interests of creditors of Polish partnerships taking part in a merger. With a view to the fact that the conflict of law issues have not been resolved in the Commercial Companies Code, the international private law should be adopted as a plane for determining the legal order of cross-border mergers of partnerships. On the other hand, in order to carry out the cross-border merger of partnerships procedure, the harmonized regulations concerning cross-border mergers of joint-stock companies and limited joint-stock partnerships should be employed, by analogy, including the provisions of Chapter 2¹ of the Commercial Companies Code on protection of creditors of a Polish company (partnership) taking part in a merger.