Kuzcek-Maruta - Counsellors at Law

Kuczek-Maruta Legal Advisors’ Law Firm continues activity of the corporate and investment advisors team managed by legal advisor Beata Kuczek–Maruta and originating from the same law firm formed in 1994.

Under the present brand, we provide comprehensive legal assistance in the area of business law.

Our clients include private entrepreneurs from Poland, the European Union and other countries, as well as international corporations and financial institutions. We also work for individual foreign clients investing in Poland.

We realize the importance of a quick response, the understanding of business objectives, familiarity with industry-specific features or knowledge about logistic structures, therefore we offer permanent legal assistance to companies. This allows us to get more actively involved in our clients’ activity and thus ensure consistent high level legal security in all areas monitored by us.

We also participate in specialized projects, requiring not only thorough knowledge of law, but also experience in solving practical legal problems, typical, for example, for investment undertakings or restructuring processes. Our team of lawyers has exactly such knowledge and experience, and due to this they are able to ensure competent consultancy even in difficult and complex business undertakings, assistance in designing optimum action plans and efficient performance of the legal part.

We are distinguished by our competence appraisal system for lawyers and office employees, designed by us to precisely ensure all our clients the highest substantive level of legal services, a well-organized cooperation and, most importantly, efficient support in solving business problems.

Our firm is domiciled in Cracow but we are more than happy to provide services at the time and place of the client's choosing.

Corporate consultancy

In the world of business, the bigger the company the more legal problems its shareholders and members of its corporate bodies face. According to our philosophy, legal assistance should support business projects, therefore, we have prepared a corporate consultancy system which facilitates making business decisions, simplifies to the greatest possible extent the procedure of handling corporate matters, while guaranteeing compliance with all the legal requirements.

In the area of corporate consultancy, we offer complete legal services connected with the formation of companies, their branches, representative offices, foundations and associations. After the new entity begins its activity, we provide ongoing services regarding corporate matters. We standardize corporate documents, ensuring that all required internal procedures are observed, we prepare necessary resolutions, representations and other corporate documents and we represent clients in registration proceedings at the National Court Register. If needed, we provide assistance in the event of liquidation or bankruptcy.

We also provide support for M&A transactions, restructuring of capital groups, service of transactions connected with securities, capital markets and consultancy on developing capital structures and financing methods for companies.

Our lawyers have a wealth of experience in consultancy for foreign investors making capital investments in Poland – employees from our law firm have represented foreign companies establishing Polish subsidiaries or branches in Poland. In addition, the majority of our permanent clients consist of companies with foreign capital where we solve legal and tax problems typical for international capital flow.

We are aware that foreign managerial staff expect us to provide full support in the area of Polish law and assistance in adjusting the internal corporate culture to Polish law requirements, therefore, our corporate consultancy team works towards providing the above.

M&A and restructuring

Mergers and acquisitions constitute a permanent feature of economic conditions and we know that these changes have a large influence on the company’s further activity, so it is important that services connected with these operations are provided in a professional manner.

In the M&A area, we offer legal service of investment agreements, various forms of recapitalization, asset deals, spin-outs of subsidiaries, management buyouts, acquisitions and private equity investments. We also cooperate closely with auditors and tax and financial advisors.

Furthermore, we provide advice in headcount restructuring, consolidations in capital groups, setting up outsourcing centers. We know how crucial it is in M&A activity to appropriately plan the target capital structure and the ways to achieve it, taking into account taxation of capital investments.

Our lawyers are also experienced in consulting in bankruptcy and reorganization proceedings, mediations between creditors and debtors, negotiations with financial institutions, and debt restructuring.

We represent investors and managers, prepare enterprises or companies for sale, and represent them in negotiations with investors.

Real estate

We provide services in connection with developers’ investment projects, both residential and commercial. We advise both real estate owners and purchasing investors. With regard to real estate, we offer complete and efficient service of an investment.

Our team of lawyers provides advice to foreign and Polish buyers purchasing commercial real estate in Poland for investment purposes – we conduct a study to establish the legal status of the real estate, fulfill administrative requirements connected with the real estate and lease agreements, on the basis of which the investment’s profitability can be determined. We prepare transaction variants, taking into account legal, organizational and tax optimization, we set up special-purpose vehicles, negotiate terms and conditions of agreements with sellers, and monitor proceedings in the land and mortgage register court.

If the real estate requires regulation of its legal status, we diagnose problems, propose actions to be taken and conduct all the necessary procedures on behalf of the client.

Legal HR consultancy

The labor law team specializes in consultancy covering practically all aspects of the relationship between employer and employee associated with conducting business activity. We support our clients in negotiations, represent them in employee lawsuits before labor courts, we draft bylaws and procedures as well as documentation regarding health and safety at work. We advise on collective bargaining agreements and contacts with trade unions.

We also give advice to our clients about preparing managerial contracts, body-shopping or temporary work contracts, and about any forms of employment other than that based on an employment contract.
The team also specializes in tax duties of employers as salary payers and their obligations connected with social security and health insurance. We advise on legal, fiscal and insurance optimization with regard to forms of employment not based on an employment contract and to settlements of expenses concerning management or supervisory board members.

We provide consulting services to companies operating on an international level, about hiring employees, transferring them abroad, hiring foreign employees in Poland and on any problems concerning employee taxation, social security and health insurance.

Our experience in restructuring, acquisitions or outsourcing has allowed us to gain sound knowledge of complicated issues concerning acquisitions of work establishments.

Advertising law

Companies conducting activity in the world of media, marketing, promotion and advertising require specialized legal assistance. Our team advises on how to achieve planned promotional or advertising goals efficiently, while complying with the law and not being exposed to unnecessary fiscal risks.

Our experts handle issues connected with advertising time trading, contracts on advertising services, copyright to advertising messages, all forms of promotion in the media and otherwise – such as promotional sales, sponsorship, loyalty programs, charity campaigns combined with self-promotion. We pay particular attention to fiscal problems typical for specific forms of promotion.

Special attention should be given to advertising so-called sensitive products – alcohol, cigarettes, treatment products, dietary supplements – and to hiring persons practicing public trust professions (physicians, pharmacists, scientific authorities) for advertisements or to appropriate distribution of advertising and promotional duties related to a given product in various stages of the distribution chain. To properly plan such an advertising campaign is a considerable challenge to lawyers.

Upon our clients’ orders, we perform legal analyses of advertising or information contents in view of illegal competition acts, prohibited market practices or requirements about marking products such as cosmetics, foodstuffs and medical or treatment products.

We also represent our clients in administrative or court proceedings pertaining to improper advertising and promotional activity.

Investment projects

Investment projects not only entail an idea and funds, but also legal support needed to take appropriate decisions; therefore, we are aware of how important a thorough and true understanding of a problem is for preparing an investment project.

Our team has a wealth of experience in performing legal audits based on developed procedures of reviewing documents, verifying data and reporting the legal problems found, rules of exchanging information with auditors in other fields – technology, taxation, accounting. We have worked with recognized auditor companies – Ernst & Young, KPMG, Deloitte, upon orders of Polish and foreign investors.

We offer complete legal service for an investment project. We advise on designing the transaction structure, minimizing legal and tax risks, and, at the stage of taking a decision on the final shape of the investment, we prepare complete legal documentation, supervise each stage of the investment project performance from the legal perspective, conducting any and all necessary administrative and registration procedures. In the case of a dispute, we represent our clients during mediation and also before a court.

A considerable group of investment projects performed with the participation of our lawyers include developers’ undertakings – residential and commercial projects (office buildings and shopping centers construction). We have experience in legal consultancy for persons selling land plots to developers for their investments, for investors purchasing real estate, financing institutions, design and construction companies making investments, persons buying apartments and leasing commercial space, and companies managing commercial real estate.

We are a regular advisor for Bank Zachodni WBK in financing projects of developers’ undertakings – we perform legal audits of investments, prepare legal models of financing and collaterals, prepare complete credit documentation, provide opinions about satisfying legal conditions for disbursing a loan.

Business contracts

For clients who consistently conclude the same type of agreements within their business activity, we prepare standard model agreements, easy to use and ensuring appropriate control over differences individually agreed in agreements with specific business partners. In addition, we conduct training for procurement or sales department employees on the secure conclusion of standard agreements and use of agreement models. In case of non-standard situations, you can contact us by telephone or e-mail, and we will help you complete or modify the model agreement on an ongoing basis.

We also offer comprehensive service in the area of preparing and negotiating agreement documentation packages for complex business transactions, for example, investment projects financed by loans (asset purchase agreement, loan or leasing agreement, a complete set of documentation regarding collateral) or construction and infrastructure projects (agreements regarding a project phase, agreements on managing the course of an investment, a contract with the general contractor or a substitute investor, agreements with subcontractors, guarantees and other collateral for completing works). We know how important and difficult it is to maintain internal cohesion of such documentation and to ensure that it is complete. This is our exact task.

We are familiar with special features of distribution agreements, managerial contracts, advertising campaign agreements, service agreements based on the use of external human resources (body-shopping), lease of commercial space in office buildings and shopping centers. We have experience with agreements regarding real estate, the sale of an enterprise or a portion of it, trading in rights to shares in capital companies and settlements between partners (shareholders) as well as many others.

Even though we are able to service very complicated projects, for typical transactions, we prepare simple agreements for business partners to comprehend, adequate to the scale of the transaction, while leaving no doubts as to the scope of the parties’ obligations. We believe that a well written short agreement on the sale of merchandise or services provision is a very important legal product.

Foreign Clients

Proficiency in foreign languages and numerous international contacts have helped us specialize in the unique legal matters pertaining to the needs of foreign clients.

We specialise in the specific legal regulations which concern foreign companies and individuals from the European Union, European Economic Area and other countries. We also have a working knowledge of the legal procedures and organizational difficulties encountered by foreigners investing or launching activities in Poland. We place special emphasis on optimal tax solutions while giving consideration to international agreements.

We assist our foreign clients in purchasing real estates and enterprises (M&A), initiating economic activities and obtaining the pertinent permits to take employment in Poland. We also provide permanent legal assistance to individual enterprises and foreign companies.

Areas of Practice

• Company Law
• Corporate governance          
• M&A
• Real estate
• Commercial Lease
• HR & Emplyment Law
• Banking & Finance
• Advertising law
• Competition Law
• Foreign Investment
• Business contracts
• Public procurment
• IT Law