Liquidation of the limited liability company in Poland

You can open a company in Poland online in 5 days. However, the situation is different when it comes to liquidation. In Poland, there is a liquidation procedure that is required for the termination of the company’s activities in Poland. This procedure is quite time consuming, takes a lot of time and is associated with certain financial costs – these are the costs of paying notary, court and other costs. There are several ways to “terminate operations” of a company in Poland. Let’s consider them in more detail.

Winding up a company in Poland

Sale of a company in Poland

This is a fairly common way for the owner of a Polish enterprise to get rid of the responsibilities for its maintenance and administration. But in order to do this, it is necessary to find those willing to buy the company. In this case you do not wind up a company but simply sell.

As a rule, companies that already have a license for a certain type of activity and are registered VAT payers are in demand. And, also, companies that have formed a turnover of funds on the bank account during their activity, or which have a certain credit history.

But, nevertheless, these attributes are not typical for the majority of inactive companies. And basically, such companies have only unpaid accounts and invoices for servicing the “virtual office”. Therefore, entrepreneurs are more often inclined towards starting a new company, rather than reanimating a non-working company.

Suspension of a company in Poland

Polish legislation provides for the possibility of temporary suspension of the company’s business activities. In order to do this, it is necessary to prepare a package of documents, which includes a decision on the suspension of activities adopted by the board of the company, an application and several registration forms. Activities can be suspended for up to 2 years. Information about the suspension of activities is entered into the state register. During such a suspension, the company cannot conduct business and does not submit reports. Also, the company may not pay for accounting services. This option is considered the most optimal for maintaining an inactive company in Poland and does not require significant costs for its implementation.

We will cover this topic in more details in a separate article.

Liquidation of the company in Poland / LLC – we will consider this in details below

Undesirable option, but also in use – “Leave everything as it is”

Yes, this is what some entrepreneurs do. Many company owners simply stop keeping records, submit reports and pay for the office. But, it should be noted that this line of behavior may be associated with certain risks for the board members of such companies. Untimely paid penalties that will be imposed on such a company, or rather on the board member personally, they can interfere, creating problems for the owners when crossing the EU borders. If the taxes have not been sealed, the directors will be interested in the tax police.

Liquidation of the company in Poland / Winding up a company in Poland details

So we got to the ideally correct option – the liquidation of the company. If the decision to liquidate the company has been made, then we suggest that you consider the main stages of liquidation step by step:

1. Adoption of the decision on liquidation by the general meeting. This decision must be formalized by a notary deed. The general meeting appoints the liquidator of the company (mainly the chairman of the board). It should be noted that within 15 days after the decision on liquidation is made, the liquidation balance sheet of the company must be formed for its submission and approval by the general meeting.
2. Submission of an application for the beginning of the liquidation procedure to the state registrar (KRS). This application is submitted within 7 days after the decision on liquidation is made. At the same time, the head of the tax service is informed about the liquidation procedure.
3. Submission of an announcement and publication of a publication on the dissolution of the company and the beginning of the liquidation process in a special publication – Monitor Sądowy i Gospodarczy. This is necessary so that the company’s creditors could submit their claims. The term for the submission of creditors’ claims is 3 months. As a rule, after this, all the necessary procedures, such as the payment of obligations, the sale of property, the collection of receivables, etc. are carried out.
4. Preparation of a liquidation report. The general meeting approves this report and closes the liquidation procedure, as well as decides on the location of this report.
5. After the approval of the liquidation report, within 7 days, the state registrar (KRS) is provided with an application to exclude the company from the register. Based on this document, the registrar enters the relevant information about the liquidation in the KRS.
6. After the company is removed from the KRS register, the following additional documents must be submitted:

– tax return on financial statements to the tax authority

– application to the tax inspectorate for the removal of the liquidated company from the VAT payer register, form – VAT-Z

– fill out the NIP-2 declaration to notify about the change in the payer’s status

– notify GUS of the termination of the company.

Cost of liquidation of a company / LLC in Poland

So what is the price of the issue? The total cost of liquidation of the company / LLC in Poland will be around 6,000 – 8,000 PLN. This amount will include the payment of all state, court and notary fees, as well as payment for legal services at the entire closing stage. For more detailed prices, see the table below:

It is also necessary to take into account the costs of accounting, in particular for the preparation of the liquidation balance sheet and the liquidation financial report. You can do this on your own, or you can use the services of a third-party organization.

As you already understood, the whole process is quite time-consuming, but it enables business owners to complete their activities without breaking the law.

IMPORTANT! You need to know that even a company / LLC, which has not yet begun to conduct business, and does not bear any obligations, can be removed from the register only after going through the liquidation procedure.

If you decide to stop business in Poland and close your company, you can always use the services of our company in this matter. And if you have any questions, you can always write to us at  office@progressholding.pl and we will share all the necessary information with you.