Company Liquidation in Poland: Steps and Procedure

There are several formalities involved when a company is liquidated in Poland, including the completion of various corporate, legal, accounting and tax procedures that must be performed prior to the removal of the company from the register of enterprises, which is maintained by the National Court Register (KRS). The team of Polish attorneys at our law firm will guide you through the entire process of liquidating a company in Poland.

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 the date on which the company became insolvent.
Assistance and additional services	Legal, accounting, tax advisory services available offered by our lawyers in Poland.

What legal assistance is available from your lawyers for company liquidation in Poland?

Our Polish lawyers can help you with all aspects of the company liquidation process, such as:

evaluating the situation of the company from a legal and financial perspective before the liquidation;
drafting resolutions of the shareholders and other corporate documents;
helping in the nomination of liquidators;
preparing and filing KRS applications;
preparing the balance sheet and other necessary documentation for the liquidation process;
helping with notifying the creditors about the process and addressing their claims;
organizing the resolution of the company’s obligations and debts;
helping to arrange the sale of company assets;
taking care of all tax, accounting and labor law issues related to the liquidation;
drafting necessary documents for the subsequent deletion of the company from KRS.

What are the different types of company liquidation in Poland?

Depending on the case, there are several options for company liquidation in Poland that include:

Voluntary liquidation: which is started by the company’s owners or partners.
Court-mandated liquidation: which is started by court order.
Insolvency liquidation: in cases where the company is unable to pay its bills.
Dissolution without liquidation: in certain cases allowed by law.

What are the steps for liquidating a company in Poland?

Liquidation of a Polish company usually consists of the following steps:

approval of dissolution and commencement of liquidation,
appointment of liquidators,
registration of the commencement of liquidation in the National Court Register (KRS),
notification of creditors,
recovery of debts and paying off liabilities,
sale or liquidation of company assets,
completion of liquidation, and
removal from the KRS.

What documents are needed for a company liquidation in Poland?

It would depend on the type of company and its status, but usually, the documents required for a company liquidation in Poland include:

resolution of the shareholders on the company’s dissolution and commencement of the liquidation process;
document appointing the liquidators;
application and documents related to registration of the new data of the company in the KRS;
initial balance sheet for the opening of liquidation;
proof of making the announcement concerning claims of creditors;
financial and accounting documents of the liquidation process;
documents proving discharge of the debts of the company;
final balance sheet of the liquidation process;
application for deletion of the company from the KRS.

What are the functions that the liquidators can undertake during the process of liquidation?

The liquidator is responsible for performing activities necessary to wind up the company. This entails:

completion of business activities of the company;
collecting of all monies owing to the company;
handling liabilities of the company;
liquidation of the assets of the company.

How the distribution of assets works?

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.

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. Employee and payroll documentation must generally be kept for 10 years after the end of the employment (up to 50 years for employment that began before 2019). The company may be re-opened for several justified reasons.

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.