TSA Pre-Signing Review
Price the Polish TSA before you sign.
We scope the ZUS and PPK reality into the TSA while you still hold leverage. Fixed-fee proposal in 48 hours. The first conversation is always free.
A TSA carve-out in Poland turns on the automatic establishment transfer under Article 23-1 of the Labour Code, a union and employee information duty, and a payroll stack built on ZUS and the PPK capital plan. The work belongs inside the broader carve-out advisory plan, and in Poland the social insurance and reporting detail sets the cutover timing more than the technology does. The buyer that underestimates ZUS and PPK builds a fragile Day One.
Poland implements the EU transfer of undertakings rule through Article 23-1 of the Labour Code, the Kodeks pracy. When an establishment, or a part of it, passes to a new employer, the employees of that establishment move to the buyer by operation of law on their existing terms. The buyer inherits the employment relationships, including tenure and accrued entitlements, without needing to sign new contracts.
Employees who are informed of the transfer in advance have a defined window in which they may terminate their employment without the usual notice if they do not wish to continue under the new employer. The transfer itself is not a lawful reason for dismissal, so the buyer cannot use the deal to thin the workforce and must plan any restructuring on independent grounds.
For a part transfer, the question of which employees are attached to the transferring part can be contested. The buyer maps the population carefully, because a disputed boundary undermines the headcount assumptions that drive payroll, systems access, and the TSA scope.
Both the old and the new employer carry joint responsibility for obligations that arose before the transfer, so the buyer prices that exposure during diligence rather than discovering it later.
Before a transfer takes effect, an information duty applies. Where trade unions operate at the establishment, both the existing and the new employer notify the unions of the planned date, the reasons, and the legal, economic, and social consequences for employees, typically thirty days in advance. Where measures affecting employment conditions are planned, the employer also negotiates with the unions.
Where no trade union operates, the employer informs the affected employees directly within the same window. The duty is procedural, and missing it exposes the transaction to challenge and to claims, so the buyer confirms the union landscape early and builds the notice period into the closing plan.
Poland is not as codetermination heavy as Germany, but the notice and consultation steps still set a floor under the timeline. The buyer that wants a fast Day One plans the union notice as a critical path item rather than a closing formality.
The same disciplined attention to consultation appears in the German carve-out, where the works council sets the pace more firmly than the Polish union notice does.
Polish payroll runs through ZUS, the social insurance institution. Newco registers as a contribution payer and reports pension, disability, sickness, accident, and health insurance for each employee, with the cost split between employer and employee. Personal income tax is withheld and remitted, and the monthly ZUS reporting is detailed and unforgiving of errors.
On top of social insurance sits the PPK, the employee capital plan, which operates with automatic enrolment. The employer selects a financial institution, enrols eligible employees, and pays the employer contribution alongside the employee share. Setting up the PPK arrangement and the related agreements is part of standing up a compliant Newco payroll.
Because the ZUS registration, the income tax setup, and the PPK arrangement all take time, a Polish payroll stand-up from scratch is rarely ready for Day One. Most buyers take a seller run payroll TSA for several cycles and cut over at a clean month boundary once registrations and reporting are confirmed.
The buyer holds the payroll TSA to cost-plus or fixed-fee with audit rights and a firm exit date, the same discipline applied in every jurisdiction.
Poland applies the GDPR alongside its national Personal Data Protection Act, supervised by UODO, the Personal Data Protection Office. Enforcement is active, and Polish employment practice has detailed rules on what employee data an employer may process, so a carve-out treats data protection as a primary workstream rather than a formality.
During the TSA the seller processes Newco personal data in shared systems, so a data processing agreement naming the seller as processor is essential, with security obligations and a deletion duty at exit. Any support routed outside the EU needs a valid transfer mechanism, and the buyer documents where each category of data sits during the transition.
Practical Polish requirements include keeping certain HR and payroll records in line with local retention rules, and producing key documentation in Polish where the law or the authorities expect it. The buyer builds these into the data and HR workstreams so they do not surface as last minute blockers.
The migration itself usually warrants a data protection impact assessment, both as compliance and as the evidence trail UODO would expect to see.
The Polish TSA scope typically covers payroll, IT and identity, finance, and facilities, each with a clear description, a service-level expectation, and a price held to cost-plus or fixed-fee. The buyer insists on line item pricing because seller cost allocations can bury group overhead that does not belong to Newco.
Cutover is sequenced and gated. Payroll cuts at a month boundary once ZUS registration and PPK arrangements are confirmed, IT after a tested migration, finance at a period close. Each step has a reconciliation gate and a rollback path so a single failure does not spread across the separation.
Cost discipline depends on doing the work before signing. The buyer benchmarks seller charges, removes unjustified mark-up, and sets exit fees that decline across the term. Poland often offers competitive seller delivery costs, but that is no reason to accept open ended dependency or unscoped charges.
A disciplined Polish separation leaves Newco running its own ZUS registered payroll and PPK arrangement, on its own systems and data estate, with the seller dependency closed on agreed terms. That outcome starts with a pre-signing review that scoped the TSA before leverage shifted to the seller.
Article 23-1 of the Labour Code transfers the establishment, or part of it, to the buyer by operation of law, and employees move on their existing terms. Employees who are informed in advance can terminate within a set period without the usual notice if they do not accept the transfer.
Where trade unions operate, the employer notifies them of the planned transfer and its consequences in advance, typically thirty days before, and consults on any planned measures. Where no union operates, the employer informs the affected employees directly within the same window.
Newco registers with ZUS for social insurance, withholds personal income tax, and operates the PPK capital plan with automatic enrolment. The reporting is detailed and monthly, so most buyers run a seller payroll TSA for several cycles before a clean cutover at a month boundary.
Yes. The GDPR applies alongside the Polish Personal Data Protection Act, supervised by UODO. A carve-out treats the seller processor agreement and any transfer of personal data out of the EU as a primary workstream, and documents Polish language records where required.
Works council consultation, BGB 613a transfer, and the German cost discipline.
Read the article →Works council advice, transfer protection, and Dutch payroll stand-up.
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