Liquidation of a limited liability company (Sp. z o.o.) in Poland

PREMIUM 0.2

advertisement

Ihnats Ksenia

Lawyer

Poland / Krakow

i

Reading time: 6 minutes Total views: 4

Rate:

0

Publication date: 09.07.2025

Hello. My name is Ksenia Ignac. I am a lawyer with many years of experience specializing in the legalization of foreigners, migration law and legal support for businesses in Poland.

Initial data:
A client contacted me — the owner of a Polish limited liability company (Sp. z o.o.) that had ceased business operations and no longer conducted any activities. The company had no significant liabilities, but its legal existence still required reporting, account maintenance, and tax compliance.

The client wanted to legally liquidate the company in Poland with minimal risks and full compliance. They had no knowledge of the liquidation process, its duration, required documents, or how to prepare liquidation reports.

Issue:

The liquidation of a Sp. z o.o. in Poland is a formalized process that consists of several stages. Common difficulties entrepreneurs face include:

• 
  lack of knowledge about mandatory liquidation steps;
• 
  inability to draft the general meeting resolution to initiate liquidation;
• 
   challenges in preparing financial closure reports;
• 
  unawareness of where and how to publish the liquidation notice (Monitor Sądowy i Gospodarczy);
• 
  difficulties in submitting the final application to the National Court Register (KRS).

The client wished to avoid any mistakes that could delay the process or result in administrative penalties.

Solution:

I developed a clear step-by-step plan with full legal support.

• Information gathering and review of company documents

In the initial stage, I analyzed the provided details:

1. 
   the structure of the company and its shareholders;
2. 
   the current financial condition;
3. 
   the presence of assets or liabilities;
4. 
   recent financial statements.
   
   This allowed us to assess whether a standard liquidation procedure was feasible without bankruptcy.

• Drafting the liquidation resolution

Together with the client, we prepared the resolution of the shareholders' meeting to initiate the liquidation and appoint a liquidator. This document is the starting point of the entire process.

• Publication of the liquidation notice

I drafted the liquidation notice for publication in the “Court and Economic Monitor” (Monitor Sądowy i Gospodarczy), which is a legal requirement. The notice included a request for potential creditors to submit their claims within the designated period.

• Financial closure

The liquidation accounting documentation was prepared, including:

1. 
   opening liquidation balance sheet;
2. 
    interim liquidation reports (if necessary);
3. 
    final liquidation balance sheet.

Under my supervision, the client’s accountant also submitted final reports to the tax authorities.

• Liquidation progress reports

I provided templates for all required reports that the liquidator must submit, including the final liquidation report.

• Application for removal from the business register

At the final stage, I prepared the application to the KRS for the removal of the Sp. z o.o. from the National Court Register. The documents were submitted electronically using the client’s trusted profile.

Outcome:

The client received full legal and documentary support at every stage. As a result:

1. 
   the company was officially liquidated and removed from the KRS register;
2. 
   all tax obligations were closed;
3. 
   confirmation of no debts or disputes with public authorities was received;
4. 
   fines and risks related to incomplete or incorrect closure were avoided.

Result:

The full liquidation of the LLC was completed in accordance with the law, without delays or objections from the court. The client was released from legal liability for a non-operational company and could focus on future activities with peace of mind.