Suspending a Polish limited liability company (sp. z o.o.) is a legal way to pause business operations without dissolving the company. A Polish LLC can be suspended for a minimum of 30 days and a maximum of 24 months by filing an electronic application with the National Court Register (KRS). During suspension, the company stops paying CIT advance payments, is exempt from filing VAT returns (provided no taxable activities occur), and has no ZUS obligations — but must still maintain accounting records and submit an annual financial statement.
Who can suspend a Polish LLC?
A sp. z o.o. can suspend its activities only if it has no employees on employment contracts at the time of filing. This is a strict legal requirement under Article 23 of the Polish Entrepreneurs’ Law Act of 6 March 2018 (Journal of Laws 2018, item 646).
The restriction applies to persons employed under:
- employment contracts,
- appointment,
- nomination,
- cooperative employment agreements.
Contractors working under civil law agreements (mandate contracts or specific-task contracts) do not block suspension. At Progress Holding, we regularly see foreign business owners assume that any type of cooperation prevents suspension — that is one of the most common misconceptions we encounter before filing the KRS application.
How to suspend a Polish LLC step by step in 2026
The procedure consists of two stages: a board resolution and an electronic filing with the KRS through the Court Register Portal (Portal Rejestrów Sądowych — PRS).
Step 1 — board resolution on suspension
The management board adopts a resolution specifying the company’s details (KRS number, NIP, registered address), the start date of suspension, and the intended duration. All board members must sign the resolution in accordance with the company’s representation rules. You do not need to declare the full 24-month maximum upfront — stating the start date is sufficient.
Step 2 — declaration of no employees
You must attach a signed declaration confirming that the company has no employees within the meaning of the Polish Labour Code. The document can be a scanned signed copy or a file with a qualified electronic signature.
Step 3 — online filing through the PRS portal
The suspension application must be submitted exclusively online through the Court Register Portal (PRS), signed with a trusted profile (Profil Zaufany) or a qualified electronic signature. Filing is free of charge — there is no court fee. The KRS automatically notifies the Social Insurance Institution (ZUS) and the tax authority — no separate notifications are required.
Suspension takes effect on the date indicated in the application, which cannot be earlier than the filing date. Unlike sole traders registered in CEIDG, a sp. z o.o. cannot backdate its suspension.
Step 4 — entry in the KRS
The suspension is recorded in section 6 of the commercial register. It is not announced in the Court and Commercial Gazette. The registry court typically processes the application within a few business days.
How long can you suspend a Polish LLC and how many times?
A sp. z o.o. can be suspended for between 30 days and 24 months per application. There is no legal limit on the number of times a company can be suspended — after each 24-month period you can file a new suspension application immediately.
If no resumption application is filed before the 24-month period expires, the KRS automatically reinstates the company’s active status by operation of law. From that date, all tax and administrative obligations resume.
A practical approach we use at Progress Holding for seasonal or restructuring companies is to resume activities for a single day after 24 months and immediately file a new suspension. This is fully compliant with Polish law and allows a company to remain dormant indefinitely without liquidation.
| Parameter | Rule / Value |
|---|---|
| Minimum suspension period | 30 days |
| Maximum suspension period | 24 months |
| Number of suspensions allowed | Unlimited — can be repeated |
| Condition | No employees on employment contracts |
| Filing method | Online only — Court Register Portal (PRS) |
| Filing fee | Free of charge |
| Backdating | Not permitted |
| Automatic resumption | After 24 months (by operation of law) |
| Legal basis | Art. 23, Entrepreneurs’ Law Act (Journal of Laws 2018, item 646) |
What are the tax consequences of suspending a Polish LLC?
During suspension, a sp. z o.o. is exempt from paying monthly CIT advance payments for the full months covered by suspension. Any income or costs arising during that period (within the scope of permitted activities) are included in the annual CIT-8 tax return.
Corporate income tax (CIT) during suspension
No monthly CIT advance payments are due for full months of suspension. If the company earns income during suspension — for example from selling a fixed asset or receiving bank interest — those amounts are reported in the annual tax return. Depreciation on fixed assets that are not in use due to suspension is suspended — no depreciation charges accrue during that period.
VAT during suspension
A suspended company is not required to file VAT returns (JPK_V7M or JPK_V7K) for full reporting periods covered by the suspension, provided no taxable transactions occur. The filing obligation remains in the following cases:
- the suspension does not cover a full reporting period (e.g. suspended mid-month),
- the company makes intra-EU acquisitions of goods,
- the company imports services from foreign suppliers,
- the company is required to make a VAT input tax correction.
Suspension does not automatically deregister the company as a VAT taxpayer, but the tax authority may remove it from the VAT register after a prolonged period of inactivity. Upon resumption, the company is reinstated as an active VAT payer.
ZUS social insurance obligations
A sp. z o.o. as a legal entity is not itself a ZUS contributor unless it employs staff. Suspension eliminates any current ZUS reporting obligations. The KRS automatically notifies ZUS of the suspension — no separate action is required.
Obligations that continue during suspension
Suspension does not eliminate all compliance requirements. A suspended sp. z o.o. must still:
- maintain full accounting records (double-entry bookkeeping remains mandatory),
- prepare and file the annual financial statement with the KRS,
- pay property tax and vehicle tax where applicable,
- participate in court, administrative, and tax proceedings relating to pre-suspension activities,
- settle obligations arising from contracts signed before suspension.
What can a suspended Polish LLC still do?
During suspension, a sp. z o.o. cannot conduct current business operations or generate operating revenue. Polish law does however permit a defined set of protective activities.
Permitted activities during suspension (Art. 25(2), Entrepreneurs’ Law Act):
- actions necessary to preserve or secure the source of income,
- collecting receivables and settling liabilities from contracts signed before suspension,
- selling the company’s own fixed assets and equipment,
- participating in court, tax, and administrative proceedings,
- earning financial income (e.g. bank interest, dividends from holdings).
We have handled dozens of consultations where clients asked whether they could sign a new contract or accept a deposit payment during suspension. The answer is no — such actions constitute actual business activity and may be challenged by the tax authorities.
How to resume business activities
Resumption is filed the same way as suspension — through the Court Register Portal. The board adopts a resumption resolution and files the electronic application. The resumption date cannot be earlier than the filing date.
Once reinstated, the company is subject to all obligations: it must file tax returns, becomes an active VAT taxpayer again, and may hire employees. Any income or costs that arose during suspension are included in the first annual settlement following resumption, or in the tax year in which the suspension occurred.
What we see in practice — experience from Progress Holding
Based on advising hundreds of Polish LLCs at Progress Holding, we see recurring scenarios where suspension delivers real financial savings — and cases where a hasty suspension decision creates unnecessary problems.
The most common reasons our clients suspend their companies:
- seasonal business cycles (tourism, construction),
- waiting for a tender result or contract signature,
- restructuring the ownership structure or changing the business profile,
- the main shareholder relocating abroad temporarily,
- a 2–4 month gap in orders while fixed costs continue.
The most frequent mistakes we observe:
- Filing for suspension without first terminating employment contracts — the application is rejected.
- Failing to submit the annual financial statement for the year in which the company was partially active — the KRS imposes a fine.
- Signing new commercial contracts and issuing invoices during suspension — risk of tax penalties and criminal liability.
- Believing that suspension eliminates the bookkeeping obligation — a sp. z o.o. always requires full accounting records.
Progress Holding provides full accounting support for Polish LLCs both during active operations and throughout any suspension period. We maintain your accounting records, track statutory deadlines, and represent you before Polish authorities. Contact us to discuss the best plan for your company — see our service pricing.
Annual financial statements and suspension
A sp. z o.o. must prepare and submit an annual financial statement for every financial year, regardless of whether the company was active or suspended throughout that year. The statement is drawn up as at 31 December of the financial year.
A company suspended from 1 January for the entire year is still legally required to prepare and file a financial statement with the KRS. In our experience at Progress Holding, the most common issue is management forgetting to file the statement for the year of suspension — resulting in a compulsory enforcement notice from the registry court.
Frequently asked questions
Can a Polish LLC be suspended indefinitely?
No — the maximum single suspension period is 24 months. However, there is no legal limit on the number of suspensions. After 24 months you resume (or are reinstated automatically) and can immediately file a new suspension application.
Does a suspended Polish LLC have to pay VAT?
Generally no — the company does not file JPK_V7 returns for full months of suspension, provided no taxable activities occur. The obligation to file reappears if the suspension does not cover a full reporting period, or if the company imports services or makes intra-EU goods acquisitions.
Does a suspended LLC have to maintain accounting records?
Yes — a sp. z o.o. is unconditionally required to maintain full double-entry accounting records throughout the entire financial year, regardless of suspension. This obligation arises from the Polish Accounting Act of 29 September 1994 and cannot be waived.
Does suspending a Polish LLC require shareholder approval?
Suspension is a management board decision — a board resolution is sufficient. However, the articles of association may require shareholder approval for this type of decision. Always check your company’s articles before filing.
What happens if I forget to resume after 24 months?
The KRS automatically reinstates the company’s active status by operation of law — with no penalties. From the date of automatic resumption, all tax and administrative obligations apply. If you want to extend the suspension, file a new application before the 24 months expire or immediately after automatic resumption.
Suspending a Polish LLC is an effective cost-reduction tool during a difficult period — but it does not eliminate accounting and financial reporting obligations. The key takeaway is simple: suspension done correctly saves money; suspension done without expert guidance can generate tax arrears and penalties. Need professional support? Contact Progress Holding at +48 603 232 418 or by email at office@progressholding.pl.
