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Liquidation of Polish Limited Liability Company

Liquidation of Limited Liability Company

LLC is one of the most popular organization form in Poland. Incorporation, functioning and its dissolution and liquidation are regulated in Polish Commercial Companies Code.

Opening liquidation

Finishing the operation of the company most often is caused by the will of its shareholders. In order to achieve this, the appropriate resolution shall be taken. Such resolution constitutes the basis for opening the process of liquidation the limited liability company.

Apart of the above, Polish LLC 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.


As a rule, Members of Management Board of liquidated company are its liquidators. This rule can be changed by appropriate provisions of company’s Articles of Association or shareholders’ resolution. The general rule is that the liquidators can be revoke also upon the shareholders’ resolution. They are responsible for conducting whole process of liquidation.

Notification of liquidation the LLC

Conducting the liquidation process should be reported to appropriate registry court and announced in Polish Court and Economic Monitor. The notification to registry court shall include:

  • Opening liquidation process,
  • names and surnames of liquidators,
  • addresses of liquidators,
  • manner of representation in liquidated company and all changes in this matter

Announcing the liquidation process in Polish Court and Economic Monitor is related also with calling the company’s creditors for notification about their claims within three months from revealing the announcement.

Liquidation process

During the liquidation process, liquidators are obliged to finish currently pending businesses of liquidated company, collect all the company’s claims, fulfil its obligations and liquidate the company’s assets. During the liquidation, company can undertake new businesses only in order to finish currently pending cases.

Division of assets

After finishing all company’s business and satisfaction of its creditors the company’s assets are debited. The division of funds between shareholders cannot be made earlier than six months after opening the liquidation and summoning the company’s creditors. The funds are divided between shareholders of liquidated company according to their shares unless otherwise stipulated in company’s Articles of Association.

Finishing the liquidation

The shareholders’ meeting approves the liquidation report drawn up on the day preceding the day of division the funds between the shareholders. The liquidator submits the abovementioned report to appropriate tax office.

The length of liquidation process depends on the size of liquidated company and efficiency of its liquidators. To obtain more information on Polish LLC liquidation issues please contact with our lawyers on [email protected]

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