The uncertainty caused by the SARS-CoV-2 virus pandemic mobilizes entrepreneurs to make decisions regarding the transformation, division, merger or contribution to the company. Due to the fact that some entrepreneurs have already benefited from the support instruments of the Polish Development Fund (PFR), it is necessary to consider whether it will have negative consequences before making such a decision. Will the process of transformation or contribution not result in violation of the regulations and the necessity to return the granted support?

The principle of universal succession may be understood differently in the event of transformation of a commercial company into another commercial company, than in case of the transformation of an entrepreneur into a capital company.

It is of paramount importance for recognizing whether the transformed entity continues the business of the transformed entity, as the subsidy is conditional upon running a business for 12 months from the date of granting the subsidy and maintaining employment.

When a commercial company is converted into another commercial company, full universal succession takes place. The same NIP and REGON are kept. In the case of transforming an entrepreneur into a capital company, the entrepreneur is removed from the CEIDG. The company receives a new NIP and REGON, so it is difficult to assume that the business activity of a sole trader is continuing.

However, in the case of contribution to the company, it should be clearly indicated that this is the termination of the activity of an entrepreneur whose enterprise was contributed to a capital company. According to PFR, in the event of a transformation consisting in a contribution of a sole proprietorship to a limited liability company limited partnership, for the purposes of the arrangements for the financial subsidy, the limited liability company limited partnership will not be considered a continuator of the sole proprietorship in the context of determining the number of employees and turnover. In this case, one should take into account that making an in-kind contribution of the enterprise, which includes the subsidy granted by PFR, may result in the obligation to return 100% of this subsidy