Company liquidation in Poland

A Polish closing is not one waiting period but a sum of them, and the code counts most of them from the same day: the day the announcement about the liquidation appears. Get that day right and the rest of the calendar follows from it.

How this closing is arranged elsewhere is described under closing a company, while our Polish work beyond it is listed on the Poland page.

What opens the procedure

• A shareholders' resolution to dissolve, recorded in a protocol drawn up by a notary.
• A company set up on the standard template may instead pass the resolution signed by all shareholders with qualified, trusted or personal electronic signatures.
• Liquidators reported to the registration court, together with their addresses and the way they represent the company. By default they are the board members.
• An opening balance sheet of the liquidation, laid before the shareholders' meeting for approval.
• A report on their activity and financial statements from the liquidators after every financial year the liquidation lasts.

The periods the code prescribes

• The announcement about the dissolution and the opening of the liquidation calls creditors to submit claims within 3 months of its date.
• The request for that announcement is filed within 2 weeks of the event it reports.
• Assets left after creditors are paid or secured may not be divided among shareholders before 6 months from the date of that same announcement.
• Sums due to known creditors who stayed silent, whose claims are not yet due or are disputed, go into court deposit rather than to the shareholders.
• No profit and no part of the assets is paid out while any liability of the company is still unpaid.

What the closing costs

The last steps are deliberately public in two different ways. The liquidation report is announced at the company's seat and filed with the registration court together with the application for deletion, while the liquidator separately notifies the tax office and sends it a copy of that report. Books and documents go to the keeper named in the articles or by the shareholders, and where nobody is named the registration court appoints one.

Sources: the announcement and the 3 months, the 6 months before division, court deposit, the report and the tax notice — articles 5, 279, 285, 286, 288 and 290 of the Commercial Companies Code; the fees — articles 54 and 55 of the Act on court costs.