Due diligence spółki i przedsiębiorstwa
Crowe Poland

Due diligence in Poland

Verify the company’s actual financial, tax, and legal status before making an investment decision. Due diligence allows you to identify risks, verify the valuation, and negotiate the terms of the transaction more effectively.

Crowe Poland

Due diligence investigation in Poland - the true value and transaction risks


Acquiring a company, becoming a shareholder, or taking over a business are decisions that can determine the future of an entire organization. That is why, before signing an agreement, it is important to understand not only how a company appears on paper, but also what risks, liabilities and hidden costs may arise after the transaction.

Planning a company acquisition or capital investment?

Crowe Poland

What is due diligence?


Due diligence is a comprehensive analysis of a business conducted before an acquisition, investment or takeover. Its purpose is to identify financial, tax, legal and operational risks that may affect the value of the company and the terms of the transaction.

Due diligence allows investors to verify the actual condition of a business, reduce investment risk and make decisions based on facts rather than the seller’s representations.

Crowe Poland

What risks does due diligence identify?


Company and business due diligence in Poland

In our due diligence projects, we most commonly identify:

  • irregularities in tax settlements,
  • transactions with related parties conducted without appropriate documentation,
  • liabilities not reflected in financial reports,
  • agreements containing unfavorable clauses or restrictions,
  • unresolved legal status of assets,
  • significant dependencies on key customers or suppliers,
  • ongoing court and administrative proceedings,
  • lack of compliance procedures or internal controls,
  • irregularities in the valuation principles applied to assets and liabilities,
  • labor law irregularities, particularly relating to employment arrangements, working time, remuneration, employee documentation and potential employee claims.

Crowe Poland

What can happen without due diligence?


The lack of comprehensive analysis before acquiring a company may result in:

overpaying for the acquired business, 
assuming outstanding tax liabilities, 
inheriting litigation and off-balance sheet liabilities, 
loss of investment value, 
costly corrective measures after transaction closing, 
additional employment-related costs. 

Planning a company acquisition or capital investment in Poland? 

Talk to Crowe experts and find out what risks may be hidden within your planned transaction.

Crowe Poland

Due diligence services in Poland - who do we support?


We carry out due diligence projects for:

  • private equity and venture capital funds,
  • strategic investors,
  • corporate groups acquiring companies in Poland,
  • manufacturing companies,
  • trading and distribution businesses,
  • technology and IT companies,
  • service organizations,
  • business owners preparing their companies for sale.

We support both domestic and international transactions carried out through the Crowe Global network.

Crowe Poland

Due diligence services in Poland - full scope


Financial due diligence in Poland

The purpose of financial due diligence is to assess the actual financial condition of a business and the quality of its financial performance and cash flows.

The scope includes, among others:

Financial performance analysis

  • Analysis of sales revenue and profitability indicators.
  • Analysis of the operating cost structure.
  • Analysis of operating margins.

    Working capital and debt analysis

    • Analysis of working capital.
    • Analysis of the level and structure of net debt.
    • Analysis of cash flows.
    • Analysis of liquidity ratios.

    Identification of other financial risks

    • Identification of off-balance sheet liabilities.
    • Identification of unusual transactions.
    • Identification of one-off events affecting results.
    • Analysis of the internal control environment and business processes.

    Tax due diligence in Poland

    We review the correctness of tax settlements and identify potential risks that may result in additional tax liabilities after an acquisition.

    We verify, among others:

    • Corporate income tax (CIT),
    • Value added tax (VAT),
    • Personal income tax (PIT),
    • Real estate tax,
    • Withholding tax (WHT),
    • Transfer pricing,
    • International tax settlements,
    • Tax audit results,
    • Proceedings and disputes with tax authorities.
    Tax due diligence in Poland
    In addition, we support clients in structuring and optimizing the tax aspects of business acquisition transactions.

    Legal due diligence in Poland

    We examine the legal status of the business and identify risks that may affect the value of the investment.

    The analysis includes, among others:

    Corporate structure 

    • corporate documents,
    • ownership structure and rights attached to shares,
    • resolutions of corporate bodies,
    • compliance with reporting obligations to the National Court Register (KRS) and the Central Register of Beneficial Owners (CRBR).

    Employment-related matters 

    • employment contracts, civil law contracts and other forms of cooperation,
    • employee personnel files and their compliance with applicable regulations,
    • work regulations, remuneration policies and other internal employment-related documents,
    • the risk of civil law contracts or B2B arrangements being reclassified as employment relationships,
    • potential employee claims, disputes with employees or contractors, and risks associated with terminating cooperation,
    • matters related to the protection of employees' and contractors' personal data.

    Key agreements

    • commercial contracts,
    • financing agreements,
    • lease agreements,
    • utility supply agreements.

    Intellectual property rights and GDPR

    • copyrights,
    • trademarks,
    • patents and licenses,
    • licensing agreements,
    • GDPR compliance,
    • risks related to the processing of personal data.

    Legal risks 

    • court proceedings,
    • administrative disputes,
    • contractual liabilities,
    • regulatory compliance.
    Legal due diligence in Poland

    IT due diligence in Poland

    IT systems are increasingly becoming a key component of a company's value.

    As part of IT due diligence, we assess:

    • information security,
    • cybersecurity maturity,
    • GDPR compliance,
    • IT systems architecture,
    • risks related to technological infrastructure,
    • business continuity.
    See also:
    IT security audit in Poland

    HR due diligence in Poland

    We assess risks related to personnel, work organization and HR processes.

    The scope includes:

    • employment structure,
    • key management agreements,
    • employee-related liabilities,
    • compensation and benefits systems,
    • compliance with labor law,
    • potential HR risks.

    EHS due diligence in Poland - environmental, health & safety and ESG

    For selected industries, we also analyze:

    • environmental compliance,
    • administrative decisions and permits,
    • environmental risks,
    • occupational health and safety matters,
    • ESG-related obligations.

    Crowe Poland

    Due diligence in M&A transactions in Poland


    Company and business due diligence in Poland

    Due diligence is one of the key stages of M&A (Mergers and Acquisitions) transactions. The analysis enables an investor to verify the financial, tax, legal and operational status of the target company. The findings often affect the valuation of the business, the structure of the SPA agreement, the level of protections and the final transaction terms.

    Not sure whether your transaction requires full due diligence or a review of selected areas?

    We will advise you on which risks should be verified before signing the agreement and how to optimize the scope of the project.

    Crowe Poland

    Vendor due diligence in Poland - preparing a company for sale


    Due diligence is not always carried out by the buyer. More and more business owners decide to conduct Vendor Due Diligence (VDD) before launching a company sale process.

    Such an analysis helps identify potential risks in advance, prepare documentation for investors and streamline transaction negotiations.

    Crowe Poland

    Real estate due diligence in Poland - support for investors and developers


    In addition to business due diligence projects, we also undertake assignments related to the acquisition of commercial real estate, investment land and real estate holding companies.

    We verify the legal status of properties, analyze transaction risks and support clients in acquisition, disposal and investment financing processes.

    Ask about real estate due diligence

    Crowe Poland

    What does the due diligence process at Crowe look like?


    Understanding the business

    We analyze documentation, financial data and the specifics of the company's operations.

    Risk identification

    We conduct detailed financial, tax, legal and operational analysis.

    Assessment of risk impact

    We determine the potential financial and business consequences of identified issues.

    Report and recommendations

    We prepare a report containing:

    • key risks,
    • red flags,
    • recommended actions,
    • impact on company valuation,
    • negotiation support.

    Transaction support

    We assist during negotiations and the preparation of transaction documentation.

    Crowe Poland

    Due diligence investigation in Poland - what else is worth knowing?


    In practice, due diligence findings often form the basis for:

    • renegotiating the purchase price,
    • amending SPA provisions,
    • establishing warranties and protections,
    • changing the transaction structure.

    Crowe Poland

    How long does business due diligence in Poland take?


    The duration of a due diligence project depends on the size of the company, the industry and the scope of the review. For medium-sized businesses, the process typically takes between 2 and 8 weeks and includes financial, tax, legal and operational analysis.

    Crowe Poland

    How much does due diligence in Poland cost?


    The cost of due diligence depends on the size of the business; the number of areas being reviewed and the complexity of the transaction. The scope of work is determined individually following an initial assessment of the project.

    Crowe Poland

    Due diligence in Poland - why Crowe?


    Company and business due diligence in Poland

    Multidisciplinary team of experts

    We combine the expertise of transaction advisors, statutory auditors, tax advisors, lawyers, and IT and ESG specialists.

    International reach

    We are part of Crowe Global, a network present in more than 150 countries and bringing together approximately 40,000 professionals.

    Practical business approach

    We do not prepare reports solely for archival purposes. We identify the real impact of risks on investment value and the negotiation process.

    Support throughout the entire transaction lifecycle

    We support clients from the analysis and valuation stage, through negotiations, all the way to post-acquisition integration.

    Crowe Poland

    Due diligence vs. financial audit in Poland - comparison


    Area Due dilignce Financial Audit
    Purpose Assessment of transaction risks Verification of the accuracy of financial statements
    Scope Financial, tax, legal, HR, IT, ESG Primarily financial information
    Audience Investor or buyer Owners and stakeholders
    Impact on the Transaction Direct Indirect
    Identification of *Red Flags Yes Limited

     

    *Red flags are key irregularities or risks identified during a due diligence review that may affect the valuation of a business or the terms of the transaction.

    Kacper Grochowina
    Kacper Grochowina
    Director, Audit & AssuranceCrowe

    Crowe Poland

    Due diligence in Poland - frequently asked questions (FAQ)


    How long does company due diligence in Poland take? 

    Depending on the size of the company and the scope of the project, the process typically takes between 2 and 8 weeks.

    When should due diligence in Poland be conducted?

    Before acquiring a business, making an equity investment, completing a merger, or bringing in an investor.

    Is due diligence in Poland mandatory?

    No. There is no legal obligation to conduct due diligence before a transaction. However, it is a market standard in acquisitions, capital investments and M&A transactions.

    Does due diligence in Poland include tax analysis?

    Yes. Tax due diligence is one of the most important elements of the process and helps identify potential tax liabilities.

    Who uses due diligence in Poland? 

    Most commonly, strategic investors, private equity funds, corporate groups and entrepreneurs planning acquisitions.

    Does due diligence in Poland affect company valuation?

    Yes. The results of the analysis often lead to adjustments in the purchase price or changes to transaction terms.

    Does Crowe conduct international due diligence projects?

    Yes. Through our cooperation within Crowe Global, we support clients executing cross-border transactions.

    Planning a company acquisition or capital investment in Poland?

    Verify the true condition of a business before making a decision.

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