Liquidation of a Polish company

Not every business idea turns into a great success. When things do not go according to plan, sometimes company liquidation is the best option. The liquidation process is described in the Commercial Companies Code. To officially close a limited liability company (spółka z ograniczoną odpowiedzialnością) follow these steps.

If you have made the difficult decision to end your operations, the first step you need to take is gathering together all company shareholders. Company liquidation is a serious issue and demands calling up an Extraordinary Shareholders’ Meeting.

The Shareholders’ Meeting is a company body entitled to make formal decisions regarding the enterprise’s future. The shareholders shall take a vote and appoint a resolution stating company liquidation. The Shareholders’ Meeting minutes need to be in the form of a notary deed. The resolution should include information on the company’s liquidator.

Once the resolution is made, it is time to file a formal application for liquidation to National Court Register, an institution dealing with companies in Poland. National Court Register runs the Register of Entrepreneurs, a database of all enterprises in Poland.

A copy of the Shareholder’s resolution shall be attached to the application form. In the application, you need to provide the reasons behind company liquidation. Information on the company’s liquidator and plenipotentiaries needs to be included there as well. It is the liquidator who submits the application for liquidation to register court.

Company liquidation needs to be publicly announced. The Commercial Companies Code imposes an obligation to publish information on the liquidation in Monitor Sądowy i Gospodarczy [Court and Commercial Gazette]. Any potential creditors have three months to react to the notice.

The liquidator also has to draft a balance sheet that needs to be approved by the shareholders. Company assets shall be liquidated and the creditors satisfied. Once this is done, the liquidator prepares a liquidation report that needs to be approved by a Shareholders’ Meeting. Within 7 days, the liquidator shall submit an application for the company to be removed from the Register of Entrepreneurs.