Audit of company’s transformation plans | Wojciech Adrianowski

Audit of company’s transformation plans


We introduce the offer of audit of company’s transformation plans, as well as the merger and division plans. The aim of the service is to express an opinion on the conversion plan, in accordance with the requirements of the Commercial Companies Code.
The Company’s transformation plan with appendices and the auditor’s opinion should be drawn up, eg. in case of transformation of a partnership into a capital company or vice versa, or a company in another capital company.

The transformation plan should be prepared by the board of transformed company or by all partners leading the company’s affairs. The plan must be in writing to be valid.

The provision of Art. 558 of the Commercial Companies Code sets out the minimum components of the conversion plan in the form of the obligation a) to determine the carrying amount of the assets of the transformed company on a certain day in the month preceding the submission of conversion plan to the shareholders and b) to determine the value of shares in accordance with the financial statements.

Transformation balance sheet should be prepared according to the same principles as the annual balance sheet. Balance is a part of the financial statements and on the basis of which determines the value of shares held by shareholders.

The conversion plan must be accompanied by a draft resolution on the transformation of the company , the draft agreement or articles of association of the converted company, the valuation of assets ( assets and liabilities) of the transformed company , the financial statements prepared for the purpose of transformation.

The conversion plan must be audited by the auditor in terms of accuracy and reliability. Registration Court competent for the company determines the auditor upon company’s request. The auditor, within the period specified by the Court, is obliged to issue a written detailed opinion and submit it along with the transformation plan to the Court and to the transformed company.

The auditor plays an important role in the process of transformation, because his opinion approves or undermines the correctness of the findings contained in the plan of conversion.