Vitaliy Kolomiets is an experienced lawyer specializing in assisting with obtaining residence permits and residence cards in Poland. He has in-depth knowledge of Polish law and many years of experience in migration matters. He has over 5 years of experience.
How to close a company in Poland?
Business doesn't always go as planned. The business owner must decide whether to seek new solutions to continue operations or simply close the company in Poland.
What are the methods of company liquidation in Poland?
There are several ways to close a company registered in Poland. Let's discuss them.
- Standard liquidation. This involves voluntarily closing the business. In this case, the company goes through a liquidation process, which may include selling assets, settling with creditors, and distributing the remaining funds among shareholders. After completing all procedures and fulfilling all obligations, an application is filed to remove the company from the register.
- Liquidation through bankruptcy. If the company cannot meet its financial obligations and does not have sufficient funds to satisfy creditors, bankruptcy can be initiated. This process is more complex and requires legal proceedings, but it is crucial to declare bankruptcy in a timely manner.
- Mergers and acquisitions. In this case, after completing the transaction, the company that needs to be closed is dissolved, and all its assets and liabilities are transferred to the second legal entity.
- Transfer of the enterprise to another legal entity that continues its activities. As a result, the old legal entity is liquidated, and the new one continues to operate. This method is often used to avoid liquidating assets and long-term obligations.
- Liquidation by court order. This can happen if the company is required to close due to legal violations or failure to meet financial obligations.
It is important to note that each of these methods, unless it is a court case from the beginning, has its place. The process of closing a company requires careful preparation and gathering all necessary documents in advance.
We recommend entrusting this task to a professional lawyer, which you can choose on the marketplace consultant.net.pl.
The process of closing a company in Poland
The decision to close a company should be made at a general meeting of shareholders or partners. This decision must be recorded in the minutes of the meeting, notarized, and the person responsible for the company's liquidation should be appointed. This person could be an employee of the company, one of the partners or shareholders, or an external person.
An application for liquidation can be submitted through the S24 system if the company was established through it, or through the Portal Rejestrów Sądowych.
You will also need a declaration stating that there are no pending legal, administrative, or other proceedings.
The beginning of the liquidation process must be reported to the KRS - National Court Register, as well as to the tax authorities and ZUS (Social Insurance Institution). The latter requires the submission of social security contribution declarations. At the same time, all contributions and obligations to employees must be paid.
You will need to submit the NIP-8 declaration, VAT information, and a copy of the liquidation report to the tax office. After removal from the register, you will need to resubmit the NIP-8 declaration and the VAT payer deregistration declaration.
A limited liability company, joint-stock company, and limited joint-stock partnership must publish liquidation notices in the “Monitor Sądowy i Gospodarczy.” The first - once every 3 months, the others - twice every six months.
After submitting the application for company liquidation in Poland, you need to prepare an initial liquidation balance sheet listing all company assets and their values at the time of preparation. Financial reports may be required.
After that, you can proceed to close the company. You must collect all debts, settle with creditors, and may sell assets (the proceeds are primarily used to pay off company debts).
During the liquidation process, new service contracts and commercial activities are prohibited.
After completing the procedures, a liquidation report is prepared, and an application is then submitted to the National Court Register to remove the company.
Documents required to close a company registered in Poland
- Application for company closure;
- Information about the liquidators – name, PESEL, address;
- Powers of the liquidators;
- Decision (protocol) on the commencement of company liquidation;
- Statement from the liquidators agreeing to carry out the company's closure;
- Paid court fee and notice of liquidation in the “Monitor Sądowy i Gospodarczy.”
Later, the following documents will be required for submission to the National Court Register:
Liquidation report;
Statement from the liquidators about the completion of the process, statement of no disputes or debts;
Statement from partners on who will maintain the archive of documents after the company is closed.
Closing a company registered in Poland is a procedure that requires a lot of time, effort, and thorough knowledge of all processes and steps in all government agencies involved in this. We recommend seeking the help of experienced lawyers to save yourself from these complexities. You can find a specialist who will take responsibility and efficiently handle the issue of company liquidation in Poland on our marketplace consultant.net.pl.
