A Polish company can be liquidated only by following the regulations of theFreedom of Business Act and the Polish Act on Business Law.
Reasons for company liquidation may vary, such as concluding that the company has achieved its purposes or is no longer viable for future projects. Litigation cases in Poland can also happen due to the violation of law or bankruptcy.
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What are the steps for company liquidation in Poland?
To begin closing a company in Poland, shareholders must pass a resolution at the shareholders’ meeting. This resolution must be documented in the form of a notarial deed. From the adoption of this resolution, the company’s name must include the phrase “w likwidacji” to indicate that it is in liquidation.
| Quick Facts | |
|---|---|
| Types of company liquidation in Poland |
Voluntary liquidation (by shareholders’ resolution); Compulsory liquidation (court-ordered). |
|
Voluntary liquidation – characteristics |
Initiated by shareholders; The company must be solvent; Conducted by a liquidator. |
|
Documents needed for voluntary liquidation |
Shareholders’ resolution; Financial statements; Liquidation plan; Registration forms. |
| Initiating voluntary liquidation | Shareholders pass a resolution, appoint the selected liquidator and notify the National Court Register (KRS). |
| Role of liquidator |
Manages liquidation, settles liabilities, sells assets, distributes proceeds. |
| Compulsory liquidation – characteristics |
Court-ordered due to insolvency or legal violation, court-appointed liquidator. |
| Process for creditors proving their claims |
Submit claims in writing within deadline (usually 3 months after public notice). |
| Alternative to company liquidation |
Restructuring, sale, merger, or bankruptcy. |
| Appointing the liquidator |
By shareholders (voluntary) or court (compulsory). |
| Regulatory framework for company liquidation | Polish Commercial Companies Code. |
| Removal of liquidator |
By shareholders’ resolution (voluntary) or court decision (compulsory). |
| Distributing the proceeds from the liquidated assets |
Pay debts first; remaining assets distributed to shareholders based on shareholding. |
| Liquidation of shelf company (YES/NO) |
YES – if inactive or no longer needed. |
| Filing for bankruptcy |
Required if insolvent; file within 30 days of recognizing insolvency. |
| Assistance and additional services | Legal, accounting, tax advisory services available offered by our lawyers in Poland. |
The liquidation process must also involve the evaluation of the assets and debts that the company has encountered. This evaluation is made by the company’s accountants. At the same time, they have the responsibility to prepare the financial statements and close any accounting books of the company. After evaluating the assets and the liabilities, no later than 15 days from the decision of liquidation, the accountants must elaborate a report of these assets called balance sheet. This balance sheet will be presented by the liquidator in front of the general meeting of the shareholders.
The unexpected additional costs will be covered by a fund specially opened for these actions.
During the meeting where the decision of liquidation is taken, a company representative is appointed in order to take all the necessary actions to facilitate the liquidation process. The duties of the Board of Managers are given to this liquidator but no action unrelated strictly to the process of liquidation can be taken by him.
His first action is to announce to the National Court Register about the liquidation decision no later than seven days from his/her appointment. The announcement regarding the liquidation of the Polish company is then published in the Monitor Sadowy i Gospodarczy.
Besides this, all the known creditors must be announced in writting regarding the beginning of the liquidation process. In the notification are also presented the conditions of claiming the credits and the maximum day when these requests can be deposited.
The requests from the creditors have priority in front of the claims from the company members. Only after their claims are satisfied, the remaining assets are distributed among the shareholders. This is an important step in the winding up of a company in Poland since it helps avoid disputes and potential legal issues from creditors.
Afterwards, the liquidator must elaborate a report regarding the actions taken during the process, the remaining assets, the way the claims were covered and other aspects of the liquidation process. If the report is approved, the liquidator must apply for the deletion of the company from the National Registration Court and the company is forbidden to perform any economic activities in the future.
The books and the company accounts are sent to a keeper. A copy of the liquidation report along with information regarding the Court that allowed the erasure of the company from the registers must be sent to the tax offices. It must also be sent to the banks where the company had opened accounts and to the Social Insurance Office and Statistical Office.
Before starting the whole liquidation procedure it would be advisable to seek the advice of a qualified lawyer in Poland who can guide you through the entire process.
Distribution of assets
After the process of winding up a company in Poland is finished and the company settles all of its debts, the remaining assets are distributed among the shareholders. The assets are distributed according to the shareholders’ shares in the company. However, the company’s Articles of Association may specify different arrangements.
Our Polish lawyers inform you that after a company begins the liquidation process, it must wait at least 6 months before distributing any remaining assets to shareholders. This is so that creditors have enough time to submit their claims and be paid. Creditors who report their claims late can still seek payments from any assets that have not yet been distributed, under certain conditions. However, once shareholders receive their entitled shares of the company’s remaining assets, creditors lose the right to claim anything further from them. The distribution of assets is an important part of the company liquidation process in Poland.
Our attorneys in Poland can also assist in disputes among creditors or shareholders. Our team can also help you start a limited company in Poland.
Liquidation of empty Polish companies
Our law firm in Poland also assists liquidation companies with no debts, assets, or obligations. These types of businesses are often called „empty companies”. Usually, this refers to a company that has never conducted business or ceased operations long ago, such as the shelf companies.
However, despite the company having no financial liabilities, it is still required to follow the formal process of closing a company in Poland. One key requirement is publishing an official announcement in the Court and Commercial Monitor (MSiG). This is to notify potential creditors of the liquidation process.
Additionally, a mandatory three-month waiting period is required for potential creditor claims. Even in cases where no claims are expected, this step cannot be skipped. This is a mandatory obligation in liquidating empty companies in Poland.
The final stage also includes removing the company from the National Court Register. Please note that the Register will check that the announcement was made and that the three-month waiting period has been respected. Without these confirmations, the liquidation cannot be finalized.
Our lawyers in Warsaw recommend legal expertise even in the case of liquidating empty companies.
How long does it take to liquidate a company in Poland?
The process of winding up a company in Poland may vary from one company to another. It can last from a few months to several years. Even if the process is completed, the accounting books must be kept for at least five years. The payroll documentation and employee documents must be kept for at least fifteen years. The company may be re-opened for several justified reasons.
Seeking legal advice before the commencement of the liquidation procedure is advisable in many cases, irrespective of the industry in which the business activates. Our commercial and business lawyers in Warsaw are able to provide legal insights and guidance, as well as advise on measures such as corporate restructuring, where appropriate.
Statistics about liquidated companies in Poland
If you are interested in some statistics about the process of winding up a company in Poland, our team presents you with the following information:
- In the fourth quarter of 2023, 98 enterprises declared bankruptcy, a 12.5% decrease from the fourth quarter of 2022;
- During the entire year of 2023, there were approximately 25,000 company liquidations in Poland.
- The number of company liquidations in Poland increased by 2% compared to 2022.
Our Polish law firm is constantly providing clients with qualified information regarding the formation, registration, management and liquidation process of a company.
Please contact us if ever in need of detailed information about closing a company in Poland. Our attorneys will provide tailored legal advice, in accordance with the particular needs of the case.