- 15 March 2021
- Posted by: olga
- Category: Articles
Herewith we analyze suspention of limited liability company in Poland. According to the Polish “Law on Freedom of Business”, an entrepreneur who does not have employees (does not apply to employees who are employed based on “umowa zlecenie” or “umowa o dzieło” has the right to suspend economic activity for a period of 1 to 24 months. During this period, the entrepreneur cannot carry out economic activities. This means that during the suspension of activities, the company (Spółka) cannot receive income from non-economic activities. Suspension of economic activity and its restoration may occur after the company (Spółka) has submitted a relevant application. Also, during all this time, you do not need to submit reports and pay taxes and mandatory payments all this time, incl. insurance.
This period of suspension of economic activity begins on the day indicated in the application for recording information on the suspension of economic activity, but not earlier than on the day of filing the application, and lasts until the application is submitted for recording information on the restoration of economic activity.
How to apply in order to suspend company activity in Poland?
The suspension and resumption of economic activity is carried out at the request of the company. The application for the suspension of activities must be signed by all founders of the LLC (the decision is made at the shareholders meeting by an absolute majority of votes).
The company draws up an application for recording information on the suspension of economic activities in the form KRS-Z62- “Application for a change in the data of a subject in the register of entrepreneurs – suspension / restoration of economic activity.” The application must be submitted to the Commercial Court, which maintains the State Court Register KRS, depending on the location of the office of the company to which the entry relates. Applications can be made at the bureau of the respective court or at the post office to the address of the court. You can also suspend the activities of a company registered in the National Court Register through the portal (electronic access to registers / Central Information / MSIG).
The company must attach a certificate stating that it did not hire employees to the application for recording the suspension of economic activity.
In addition, to the KRS-Z62 application for the suspension of economic activities, the company must attach the original resolution / notarized copy of the resolution of the relevant body of the company on the suspension of economic activities.
If, prior to filing an application for the suspension of economic activity, information on the company’s REGON or NIP number has not been submitted, then it is necessary to submit the KRS-ZY form, the REGON identification number, the NIP tax identification number, as well as a document certified by the relevant authority or notarized before the KRS-Z62 form. a copy of the document confirming the assignment of the REGON or NIP number.
The application for the suspension of economic activity is free of fees. Information on the suspension of economic activity is not subject to disclosure in the Economic Monitoring MSIG.
What company can do during the suspension of economic activity in Poland
During the period of suspension of economic activity, an entrepreneur has the right:
- carry out all the actions necessary to preserve sources of income
- to receive receivables or has an obligation to pay obligations that was generated before the day of suspension of economic activity
- manage your own property and equipment
- participate in litigation, tax proceedings and administrative procedures related to business activities carried out prior to the suspension
- fulfill all the duties provided by law
- receive income, including from activities carried out before the suspension
- can be checked by the relevant government authorities, like any entrepreneurs engaged in entrepreneurial activities
IMPORTANT! You cannot invoice and sell goods or services after the suspension of company activity in Poland
IMPORTANT! Information about the suspension of operations is sent electronically to the Central Register of Legal Entities – the National Register of Taxpayers and the national official register of subjects of the national economy (i.e. the REGON register). However, they will only be sent to the ZUS (Central Contribution Payers Register). Thus, you do not need to separately report the suspension to ZUS.
IMPORTANT! Deregistration of a company as a payer in ZUS is automatic. But partners who are payers of their own insurance contributions must personally refuse to register with ZUS as payers and deregister in insurance.
Resumption of the company’s activities suspension in Poland
If you do not apply for the resumption of activities within 24 months, the company will automatically resume activities.
After the coronavirus pandemic, some companies decide to close. We recommend that entrepreneurs suspend the company’s activities for 24 months. This step is more profitable financially – it is cheaper, and also, there remains a maneuver for further actions and work under more favorable conditions in comparison to closure of the comapany. And they will certainly come!
For details, write to us at firstname.lastname@example.org