Liquidation of the limited liability company in Poland

Anna Miśtal-Kluś        02 October 2019        Komentarze (0)

Your business is not successful or vice versa, you have achieved all your goals and want to roll up your business in Poland? But you still have a company here? I will explain you what to do in order to liquidate and strike a limited liability company (spółka z ograniczoną odpowiedzialnością) from the register in Poland.

The first thing is to make a plan and try to estimate how much time you need for its realisation. You will need help of an accountant who will prepare all necessary financial documents for the Register Court and the Tax Office. You might need a legal assistance to finish your activities and to fulfil all the legal obligations. Apart from that you will have to bear the costs of necessary official announcements and court fees for entries into the Register Court.

Main liquidation steps according to the Polish Code of Commercial Companies are as follows.

The first part:

• The shareholders must adopt a resolution to dissolve the company.
• A company needs a liquidator. A general rules is that a liquidator is a person being a member of the management board, unless the company deed or the shareholders’ resolution stipulates otherwise.
• The opening of the liquidation should be reported to the registry court.
• Liquidators shall give an announcement about the dissolution of the company and opening of liquidation, summoning creditors to present their receivable debts within three months from the date of the announcement.
• The liquidators shall make the liquidation opening balance sheet. The liquidators shall submit this balance sheet to the meeting of shareholders for approval.

The liquidation:

• The liquidators shall wind up current affairs of the company, collect receivable debts, fulfil obligations and turn the company’s assets into liquid assets. They may undertake a new business only when this should be required for winding up pending affairs. Immovable properties may be transferred by public auction and they shall not be transferred by unrestricted sale otherwise than under a resolution of shareholders and at a price no lower than that passed by the shareholders.
• Sums needed to satisfy or secure those creditors known to the company, who have failed to present their claims or whose receivable debts are not enforceable or are disputed, shall be deposited by the court.
• The distribution among shareholders of the assets remaining after the creditors have been satisfied or secured shall not take place before the elapse of six months from the day of the announcement on the opening of liquidation and summoning creditors.
• Upon approval by the meeting of shareholders of the financial statements as at the day preceding the distribution among the shareholders of assets remaining after creditors have been satisfied or secured (liquidation report) and on completion of the liquidation the liquidators shall publish this report in the company’s seat and file it by the registration court and at the same time apply for removing the company from the register.
• The books and documents of the dissolved company shall be put in the custody of a person indicated in the company deed or resolution of shareholders. In the absence of an indication to that effect, the registration court shall appoint a custodian.

After removal of the company from the register:

• The company should be removed from the statistical register.
• A petition to the Tax Office must be filed in order to remove the company from its register.
• A bank of the company must be informed about the removal of the company from the register in order to liquidate the bank account.
• The social security institution is to be informed about the removal of the company from the register.

If you think, you do not have that much time or money to deal with the liquidation of the company, you might think of selling shares in your company.

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