Online accounting firm for companies
By Agnieszka Saladra, Certified Accountant
Your sole proprietorship (JDG) has grown, income keeps rising, and with it the risk that you are liable for the company's debts with all of your personal assets. This is a moment when some owners look at converting a sole proprietorship into a limited liability company (LLC). Carried out under the Commercial Companies Code, it gives so-called universal succession - the company, as a rule, continues existing contracts and remains the holder of the permits, concessions and reliefs granted before the conversion, unless a statute or the decision itself provides otherwise (art. 584(2) § 2 of the Commercial Companies Code). The company does, however, receive its own NIP (tax ID) and REGON - your existing NIP stays with you as a natural person, so after the KRS entry you need to update your details with counterparties, banks and in contracts. Conversion does not close the matter of old debts either: for business obligations that arose before the conversion you remain jointly and severally liable together with the company for a further three years from the date of conversion (art. 584(13) of the Commercial Companies Code). At Luno-Group the whole process is handled by an experienced accountant working alongside lawyers, not an app where you have to manage everything yourself. First we calculate the effects of the conversion on your figures, and we move on to the formalities only once you have made your decision.
After the conversion we also keep the full books of the new entity, so you get a single accounting firm for companies that stays with you at every stage. We prepare the conversion plan, work alongside the statutory auditor's review and the KRS entry, and then take over the LLC's accounting records, CIT settlements (including a comparison of the Estonian CIT with standard CIT) and reporting obligations. We keep the books online - you hand over documents through the Client panel, with no carting around of binders - and we can communicate in Polish or English. We always analyse the method and timing of the conversion individually, to fit your specific situation; we calculate and present the options, and you decide.
Sole traders with ever-higher income who want to compare the tax burden in an LLC (including with the Estonian CIT) with their current form of settlement.
Owners of sole proprietorships taking on ever-larger contracts who want to separate private from business assets, limiting personal liability for the debts of the business.
Entrepreneurs planning to bring in a partner or investor or to put succession in order, for whom an LLC is a more transferable form of running a business than a sole proprietorship.
We calculate what converting a sole proprietorship into an LLC will change in your settlements and when - we compare the tax and contribution burden and the effects of the change of form, and the decision is yours.
We prepare the conversion plan with its annexes and financial statements, keeping the documents consistent with the books and the valuation of the company's assets.
We work alongside the review of the conversion plan by the court-appointed statutory auditor and prepare the data needed for the opinion.
We support the filing of the conversion statement, the formation of the LLC and its registration in the KRS, so the move from a sole proprietorship runs smoothly.
We help transfer contracts, accounts and settlements to the company under universal succession, and update your details under the company's new NIP and REGON once it is entered in the KRS.
We analyse the tax effects of the conversion, as a rule neutral at this point, and compare the Estonian CIT with standard CIT using the company's figures.
Because we guide you through the entire conversion and stay on for the long term. We handle the whole process online - you hand over documents, ledger data and the asset valuation through the Client panel, with no office visits or carting around of binders. At the same time your case is handled by an experienced accountant working alongside lawyers, who understands both the tax and the formal side of the conversion: they know how to put together the conversion plan, how to prepare the documents for the statutory auditor's review, and how, after the KRS entry, to run the LLC's bookkeeping, including CIT and the Estonian CIT settlements. We communicate in Polish or English, so we can guide an entrepreneur who prefers one of these languages through the conversion without difficulty. This is an online accounting firm that genuinely takes the formalities off your hands, rather than leaving you with an app and a manual.
Before you convert your business into a company.
No. Conversion under the Commercial Companies Code gives universal succession - the LLC, as a rule, continues contracts and remains the holder of the permits, concessions and reliefs granted before the conversion, unless a statute or the decision itself provides otherwise. The company does, however, receive its own NIP (tax ID) and REGON, while your existing NIP stays with you as a natural person - after the KRS entry you therefore need to update your details with counterparties, banks and in contracts. Setting up a new company and transferring the business into it is a different legal and tax scenario.
As a rule, the conversion of a sole proprietorship into an LLC is neutral for tax at this point - it is not treated as a sale of the business. Effects arise later, for example when profits are paid out. We analyse each situation individually, though, because the details depend on the assets and the settlements.
The plan to convert a sole proprietorship into an LLC is, as a rule, subject to review by a court-appointed statutory auditor, who assesses its correctness and the reliability of the asset valuation. At Luno-Group we prepare the data and documents the auditor needs, so the review does not delay the KRS entry.
The time depends, among other things, on how complete the documents are, the auditor's review date and the workload of the registry court, so a fixed date is hard to give - in practice the process is usually measured in months. We will present a realistic timeline and a list of documents needed to start.
Yes. Instead of a formal conversion you can consider contributing the business as an in-kind contribution to a new LLC, or selling an organised part of the business. Each method has different tax and formal effects. We always analyse the variants and the timing individually - the decision is yours.
Yes. After the KRS entry we take over the LLC's full bookkeeping - accounting records, CIT and VAT settlements, financial statements and a comparison of the Estonian CIT with standard CIT. You get a single online accounting firm for the whole process and ongoing service, in Polish or English.
Book a free consultation - we will review your situation, calculate the scope and present a clear quote tailored to your business. No obligations and no hidden costs.
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