Abstract

In Polish law an undertaking and an organised part thereof are subjects of civil law relationships constituting organized sets of tangible and intangible assets. The legislator has regulated the principles of civil law liability of the acquirer of an undertaking, and failed to regulate civil law liability of the acquirer of an organised part thereof. Having in mind similarities of the functions an undertaking and an organised part thereof play in trade and commerce, it is justified to grant the creditors of the acquirer of an organised part of an undertaking a protection similar in extent to the protection granted to the creditors of the acquirer of an undertaking. Of key importance for distinguishing a legal transaction concerning an undertaking from that concerning an organised part thereof is to determine what function has been played by the transferred set of assets in the course of transferor’s business operations. In order to determine the function played the transferred set of assets in the course of transferor’s business operations it is crucial to evaluate to what extent the transferor’s business operations have been based thereon.