A Polish company can be liquidated only by following the regulations of the Freedom of Business Act and the Polish Act on Business Law.
Reasons for company liquidation
may vary, from reaching the conclusion that the company has achieved its purposes or that is no longer viable for the future projects, to the litigation cases in Poland
due to the violation of law or bankruptcy.
What are the steps for company liquidation in Poland?
The process of company liquidation begins with the evaluation of the assets and debts which the company has encountered. This evaluation is made by the company’s accountants. At the same time, they have the responsibility to prepare the financial statements and close any accounting books of the company. After evaluating the assets and the liabilities, no later than 15 days from the decision of liquidation, the accountants must elaborate a report of these assets called balance sheet. This balance sheet will be presented by the liquidator in front of the general meeting of the shareholders.
The unexpected additional costs will be covered from a fund specially opened for these actions.
During the meeting where the decision of liquidation is taken, a company representative is appointed in order to take all the necessary actions to facilitate the liquidation process. The duties of the Board of Managers are given to this liquidator but no action unrelated strictly to the process of liquidation can be taken by him.
His first action is announcing the National Court Register about the liquidation decision
no later than seven days from his/her appointment. The announcement regarding the liquidation of the Polish company
is then published in the Monitor Sadowy i Gospodarczy.
Besides this, all the known creditors must be announced in written regarding the beginning of the liquidation process. In the notification are also presented the conditions of claiming the credits and the maximum day when these requests can be deposited.
The requests from the creditors have priority in front of the claims from the company members. Only after their claims are satisfied, the remaining assets are distributed among the shareholders.
Afterwards, the liquidator must elaborate a report regarding the actions taken during the process, the remaining assets, the way the claims were covered and other aspects of the liquidation process. If the report is approved, the liquidator must apply for the deletion of the company from the National Registration Court and the company is forbidden to perform any economic activities in the future.
The books and the company accounts are sent to a keeper and a copy of the liquidation report
along with information regarding the Court which allowed the erasure of the company from the registers must be sent to the tax offices
, at the banks where the company had opened accounts, at the Social Insurance Office and Statistical Office. Before starting the whole liquidation procedure
it would be adviseable to seek the advice of a qualified lawyer in Poland
that will be able to guide you through the entire process.
How long does it take to liquidate a company in Poland?
The process of company liquidation may vary from one company to another from a few months to several years but even if the process is completed the accounting books must be kept for at least five years after and the payroll documentation and employees documents must be kept for at least fifteen years. The company may be re-opened for several justified reasons.
Seeking legal advice before the commencement of the liquidation procedure is advisable in many cases, irrespective of the industry in which the business activates. Our commercial and business lawyers in Warsaw are able to provide legal insights and guidance, as well as advise on measures such as corporate restructuring, where appropriate. You can reach out to us for an evaluation.