Liquidation of the company in Poland

Running a business involves the risk of failure of the adopted business model. Sometimes liquidation of the company may be necessary. Liquidation of the company in Poland is a formalized process and requires carrying out a number of activities according to a specific schedule.

Reasons for liquidation

The law distinguishes four basic reasons for dissolving a limited liability company:

• reasons provided for in the company’s articles of association or statute,
• resolution of the company’s shareholders,
• dissolution of the company by the court through a dissolution action,
• completion of the company’s bankruptcy proceedings.

The most common reason is definitely the shareholders’ resolution. It is usually undertaken due to the failure of the adopted business model or disputes between shareholders.

Stages of liquidation of a limited liability company

Liquidation of a limited liability company as a result of a resolution of the shareholders, it is a multi-stage process that includes, among others: the following stages:

• adopting resolutions to dissolve the company and appoint liquidators,
• preparation and approval of the balance sheet and opening financial statements,
• submitting an application to open liquidation,
• announcing the opening of liquidation at MSiG and calling on the company’s creditors to submit their claims,
• carrying out liquidation activities and division of possible assets,
• adopting resolutions on the approval of the financial statements and liquidation balance sheet,
• submitting an application for the deletion of the company.

Liquidation of a limited liability company – costs

Of course, liquidation involves the need to incur notarial and court costs, which include:

• notary fees – approx. PLN 1,000 (in the case of liquidation via the S24 system, there is no notarial fee),
• court and tax fees – approx. PLN 800,
• advertising fee in MSiG – approx. PLN 400.

Additionally, the law firm’s remuneration should be taken into account, which is determined individually depending on the complexity of the legal services.

How long does it take to liquidate a limited liability company?

The provisions of the Commercial Companies Code require that before the division of the company’s assets, a period of 6 months must elapse from the date of publication in the MSiG of the announcement of the opening of the company’s liquidation. Therefore, in most cases, the liquidation of a limited liability company lasts about 8-9 months. However, if there are no assets to divide, the company’s liquidation may be completed even after approximately 4 months.

Law firm in Cracow, Poland

The Maciej Mierecki Law Firm offers comprehensive legal services in the process of liquidating companies.

If you are interested in the law firm’s services, please contact me by phone or by writing to e-mail: mm@radcarekomenduje.pl. It is possible to arrange consultations by phone, via Microsoft Teams, or in person. Contact details can be found in the „Contact” tab and in the footer of the website.