Company Liquidation in Poland

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Company Liquidation in Poland – Quick Facts

Liquidation is complex process that precedes the company dissolution. Shareholders voluntarily pass a resolution to terminate the company’s existence as a result of liquidation, usually when the company has no signs of insolvency (otherwise the management board must file a bankruptcy petition with the Polish court). As a result of liquidation, the company’s assets remaining after satisfaction of the company’s creditors are divided among the shareholders. Apart of the above, the company can be dissolved if the appropriate causes enlisted in company’ Articles of Association occur. The other causes are also the change of company’s seat to foreign country, announcement of company’s bankruptcy and in some cases also by court’s decision.

The primary purposes of liquidation are to close down the Polish company i.e. (on example of Polish LLC):

to end the company’s current interests,
collect outstanding debts (collect receivables),
pay off all the company’s liabilities,
liquidate the company’s assets.

A company in liquidation shall retain legal personality, which means that during the liquidation proceedings the company still exists, keeps accounting or prepare financial statements required by law (including liquidation opening and closing balance sheet), but the rules of the company are changed, for example:

the rules of managing the company’s affairs and its representation change – competences of the company’s bodies are taken over by the company’s liquidators (the appointment of liquidators shall not terminate the mandates of the supervisory authorities, if any),
the company continues to have its own business name with the addition “w likwidacji”,
a commercial proxy expires and a new one cannot be established,
in general the estate of the company cannot be distributed among the shareholders – firstly the creditors have to be satisfied or secured.

Please note that, the liquidation of the company can take place without the need for its shareholders and Management Board Members/liquidators to come to Poland. Our company’s specialists can arrange all formalities based on granted powers of attorney.

Liquidation process – summary of stages

Polish company liquidation consists of the following stages:

Opening of liquidation and appointment of liquidators,
Notification of opening of liquidation to the Registration Court,
Sending motion to Monitor Sądowy i Gospodarczy (Court and Commercial Monitor),
Notifications to Real Beneficiary Registry and tax authorities,
Preparation of the opening balance sheet of the liquidation,
Other liquidation operations (paying debts, accountants actions),
Preparation of the liquidation report,
Shareholders Meeting,
Physical distribution of assets if any remain,
Finishing the liquidation.

Liquidation procedure – timeframe

The length of winding up process depends on the size of liquidated company and efficiency of its liquidators. But due to the fact that the provisions of the Commercial Companies Code contain quite strict rules as to the dates of liquidation of company in practice the entire process of liquidation and strike off of a capital company from the Register of Entrepreneurs takes minimum 7 months. Of course, please note that the liquidation process may last even longer than a year. As was mentioned before during this time the company is obliged to keep accounts (accounting books) and prepare financial statements.

Company liquidation stages

Opening liquidation & appointment of liquidators

Opening of liquidation

pass a shareholders resolution in regards to opening a liquidation at the shareholders meeting is the most popular of the ways to start the process of dissolving a company,
shareholders meeting must be properly convened according to provisions of the Commercial Companies Code (CCC),
the resolution to open the liquidation must be in the form of a notarial deed
from the adoption of such resolution (to open liquidation), the company must use a name with the additional element ” w likwidacji “.

Liquidators

during the meeting shareholders also have to appoint the company liquidator or liquidators,
only natural persons with full legal capacity, who also have not been convicted by a final court decision of certain economic crimes may be appointed as liquidator or liquidators,
as a rule in CCC, Members of Management Board of liquidated company are its liquidators, but it is not obligatory and shareholders can choose different person for this position,
rules for the appointment of a liquidator that different from the CCC may be indicated in the company’s Articles of Association or in shareholders resolution itself,
there is no minimum requirements as to the number of liquidators – in general the most common is to appoint just one liquidator,
since appointment liquidator or liquidators act for the company instead of the Management Board and they have powers similar to those of the Management Board and replace Management Board in the performance of Management Board duties,
liquidator or liquidators are responsible for conducting whole process of liquidation,
the provisions relating to Management Board shall apply to liquidators accordingly.

Notification of liquidation to Register Court

Reporting the opening of liquidation to the registry court keeping the company’s registration file is one of the first liquidators’ duties. The notification to registration court shall include:

documents confirming the opening liquidation process (a shareholders’ resolution on the dissolution of the company and opening its liquidation)
a resolution appointing liquidators (names and surnames of liquidators) and specifying the manner in which the liquidators will represent the company,
the liquidators’ consent to exercise their functions,
addresses of liquidators,
proof of court’s fee payment.

If the motion is consistent and have all necessary data the registry court will issue a decision in which:

add to the name of the Polish company the designation: “in liquidation”,
delete of information about the persons entering the company’s management board and company’s proxies,
entry of the details of the liquidators and the manner in which the company is represented by the liquidators.

Announcement of liquidation (Court Journal)

The next step is publication by the liquidators of an appropriate announcement in the Court and Economic Monitor on the dissolution of the company and opening of winding up and calling all the company’s creditors to report their claims against the company within 3 months from the date of announcement. This 3 months period cannot be shortened.

The announcement should include all necessary information, but at the same time it should be remembered that the volume of the announcement should not be too long, as each mark of the text published in the Monitor Sądowy i Gospodarczy means that a fee of PLN 0.80 must be paid.

To the motion must be attached:

the text of the announcement,
the electronic medium with the text of the announcement,
proof of announcement fee payment.

Notifications to Real Beneficiary Registry and tax authorities

Due to the opening of liquidation, the name of the Polish company will change as ” w likwidacji” will be added, therefore the relevant tax office must be notified online or in regular way, as well as the change has to be notified to Real Beneficiary Registry, which can be done only online. It is therefore important that the liquidator should have a qualified e-signature or an ePUAP trusted profile.

Preparation of the opening balance sheet of the liquidation

After all the above steps above have been taken, the company’s liquidators should prepare the opening balance sheet of the liquidation (article 281 of the Polish Company Law Code directly imposes such a requirement). A liquidation balance sheet shall be drawn up as at the opening date of the liquidation and shows lists all the company’s assets at their marketable value. Such a statement provides an overview of the current state of the company and allows an understanding of what will be the main challenges of the liquidation proceedings.

It is important to remember that, the winding up process can take up to even more than a year. During this time, the company is required to have accounting provider keep accounts and prepare financial statements. It may be the case that between the opening balance sheet of the liquidation and the dissolution of the company in Poland, there is a need to prepare a financial statement, which is generally submitted at the end of the financial year.

Other liquidation operations (paying debts, accountants actions)

This phase, liquidators are obliged to finish currently pending businesses of the company, collect all the company’s claims, fulfil its obligations (repay the debts if any) and liquidate the company’s estate. It has to be empathized that as part of the completion of the company’s current business is also the completion of administrative, judicial and enforcement proceedings.

All actions of the liquidators should lead to the liquidation of the assets of the liquidated company. This is one of the basic liquidation activities, because without the completion of these activities, it is not possible to remove the entity from the Register of Entrepreneurs of the National Court Register

During the liquidation liquidators should generally not start new business. The company can undertake new businesses only in order to finish currently pending cases.

Liquidation report

Liquidation report is a financial report before shareholders’ resolution on distribution of estate among shareholders, which remain after creditors have been satisfied or secured. Thanks to this document, the shareholders know what assets remain to be distributed between them. Besides the accounting documents, the liquidator should also ensure that the report on company’s operations is also properly prepared for whole periods.

As it was mentioned before, depending on how long the liquidation lasts, it may be also necessary to draw up a standard financial report for the entire period of liquidation. These documents must not only be properly drafted, but also uploaded to the National Court Register’s Financial Document Repository.

Shareholders meeting of the liquidated company

One of the last actions to be taken is to convene a shareholders’ meeting at which the legally required resolutions will be passed. Among the most important of these are:

resolution on consider and approve the all the financial statements (including opening balance sheet of the liquidation and liquidation report) and reports on company’s operations,
resolution on granting vote of acceptance to the management board members for the period prior to the commencement of the liquidation,
resolution on granting vote of acceptance to liquidators,
resolution on distribution of assets,
resolution on appointing a custodian of the dissolved company’s books and documents,
resolution on finalizing the liquidation and termination of the company activities.

The above resolutions do not need to be minuted by a notary public, but must comply with all the law requirements.

Distribution of assets if any remain

After finishing all company’s business and satisfaction of its creditors the company’s assets are distributed. The division of the company’s estate remaining after satisfying or securing creditors should take place between the shareholders in proportion to their shares, unless otherwise stipulated in company’s articles of association.

The division of funds between shareholders cannot be made earlier than six months after opening the liquidation and summoning the company’s creditors in Court and Commercial Monitor announcement.

Prior to the distribution of assets, creditors who are late in reporting their claims may seek satisfaction from the still undistributed assets. Once the shareholders have received the benefits to which they are entitled, creditors can no longer claim amounts from them.

Finish of liquidation

At the end the liquidator should take care about preparation of summary of liquidation and the financial report for a short period of time (even 2-3 days) after the adoption of shareholders’ resolution on distribution of assets. This last financial report should show that the company no longer holds any assets, as they have been distributed by the shareholders.

The final stage in the process of liquidation is filing an application for removal of the company in Poland from the Register of Entrepreneurs of the National Court Register. The company finally ceases to exist when the entry on deletion of the entity from the register becomes final. At that moment, the company also completely loses its legal subjectivity. All legal relations which have linked the entity to any other and obligations shall cease.

Costs of a company liquidation in Poland

It is up to company situation, in general you should have on mind below:

Stamp Fee: 17 PLN for power of attorney fees for every action in front of authorities or the Court,
Court Fee: 350 PLN and 400 PLN for 2 motions to the Court Registry,
Publication Fee: around 300-400 PLN for motion/announcement to the Court and Commercial Monitor,
Notary Fee: notary public fees for opening the liquidation (around 1300 PLN – 1500 PLN for notarial deed),
Accountant fees: accountant fees for preparing financial reports.

Documents required for liquidation

It is up to company situation. To find out more, please contact us (detailed list of information and documents will be send to Client in separate message).

Summary – liquidation of Polish limited liability company

As you may see above company liquidation is a complex and time consuming process that requires to engage time and resources. In practice it is much more complicated than company registration in Poland.

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