Dissolution and liquidation of a Polish limited liability company

The reasons for the dissolution of the Polish limited liability company

The dissolution of the company is caused by:

• the reasons provided for in the articles of association;
• shareholders’ resolution on dissolution of the company or transfer of the company’s registered office abroad, confirmed in a protocol drawn up by a notary public;
• in the case of a company whose contract was concluded using a template contract, also a resolution of the shareholders on dissolution of the company provided with a qualified electronic signature, a trusted signature or a personal signature by all shareholders;
• declaration of bankruptcy of the company;
• other reasons provided for by law.

Dissolution of a Polish limited liability company by the registry court

In addition to the aforementioned, the court may order dissolution of the company in the following cases:

• at the request of a partner or member of the company’s body, if it has become impossible to achieve the company’s goal or if there are other important reasons caused by the company’s relations;
• at the request of a state body designated in a separate act, if the company’s activity that violates the law threatens the public interest.

The moment of dissolution of a Polish limited liability company

The dissolution of the company takes place after the liquidation is carried out, when the company is removed from the register.

Revocation of the effects of the dissolution of the company

Until the date of submission of an application for removal of the company from the register, a unanimous resolution of all partners on the continued existence of the company may prevent its dissolution, unless a non-partner member of the company’s body or the body referred to in Art. 271 point 2 of the Commercial Companies Code, or in the cases specified in art. 21 of the Commercial Companies Code.

Opening of liquidation

• The opening of liquidation takes place on the date on which the judgment on dissolution of the company by the court becomes final, the shareholders adopt a resolution to dissolve the company or there are other reasons for its dissolution.
• Liquidation is carried out under the name of the company with the addition of the designation “in liquidation”.
• During the liquidation process, the company retains its legal personality.
• During the liquidation period, no profits may be paid to the partners, even partially, or the assets of the company may not be distributed before all liabilities have been paid.
• During the liquidation period, additional payments may only be adopted with the consent of all partners.
• The opening of the liquidation procedure expires the procuration.
• During the liquidation period, no procuration may be established.

The liquidators of the Polish sp.z o.o.

• The liquidators are members of the management board, unless the articles of association or a resolution of shareholders provide otherwise.
• The manner of representation of the company during the liquidation period is specified in the articles of association, shareholders’ resolution or a court decision. In any case, the court may change the way the company is represented during the liquidation period.
• Unless the articles of association provide otherwise, the liquidators may be dismissed pursuant to a resolution of the shareholders. Only the court may dismiss liquidators appointed by the court.
• If a court decides to dissolve the company, it may also appoint liquidators.
• At the request of persons with a legal interest, the court may, for important reasons, dismiss liquidators and appoint others.
• The court which has appointed the liquidators shall determine the amount of their remuneration.

Notification of liquidation to the registry court

• The following should be reported to the registry court: the opening of liquidation, surnames and forenames of liquidators and their addresses, manner of representing the company by liquidators and any changes in this regard, even if there were no changes in the company’s current representation. Each liquidator has the right and obligation to submit a notification.
• The entry of the liquidators appointed by the court and the removal of the liquidators dismissed by the court shall be made ex officio.

Calling creditors to submit claims

The liquidators should announce the dissolution of the company and the opening of liquidation, summoning creditors to submit their claims within three months of the announcement.

Liquidation activities

• Liquidators should terminate the company’s day-to-day business, collect debts, fulfill obligations and liquidate the company’s assets (liquidation activities). They may only initiate new interests when needed to complete pending cases. Real estate may be sold by public auction, and free-handed – only on the basis of a resolution of shareholders and at a price not lower than that decided by the shareholders.
• In an internal relationship, liquidators are required to comply with shareholders’ resolutions. The liquidators, appointed by the court, are obliged to comply with the unanimous resolutions adopted by the partners and by the persons who caused their appointment in accordance with Art. 276 § 4 of the Commercial Companies Code.
• The sums needed to satisfy or secure the creditors known to the company who have not come forward or whose claims are not due or are in dispute should be deposited with the court.

Division of the company’s assets in liquidation

• The division of the property remaining after the creditors have been satisfied or secured between the shareholders may not take place before the expiry of six months from the date of announcement of the opening of liquidation and summoning the creditors.
• The assets are divided between the partners in proportion to their shares.
• The articles of association may stipulate other rules for the division of property.

Satisfying undisclosed creditors

The company’s creditors, who have not submitted their claims on time or have not been known to the company, may demand that their receivables be paid from the company’s assets that have not yet been divided.

Application for removal of the company from the register

• After approval by the shareholders’ meeting of the financial statements as of the day preceding the division of the assets remaining after the creditors have been satisfied or secured (liquidation report) and upon completion of the liquidation, the liquidators should announce this report at the company’s registered office and submit it to the registry court, simultaneously submitting a request for removal of the company from the register.
• The books and documents of the dissolved company should be deposited with the person indicated in the articles of association or in a resolution of shareholders. In the absence of such indication, the custodian is appointed by the registry court.
• partners and persons having a legal interest in this may browse the books and documents.

Completion of bankruptcy proceedings

• In the event of bankruptcy of the company, its dissolution takes place after the end of the bankruptcy proceedings, upon deletion from the register. The official receiver shall submit an application for removal from the register.
• The company is not dissolved if the bankruptcy proceedings have been completed as a result of satisfying all creditors in full or approving the arrangement, or if the bankruptcy proceedings have been repealed or discontinued.

Notification of the tax office on the dissolution of the company

The liquidator or the official receiver shall notify the competent tax office about the dissolution of the company by providing a copy of the liquidation report.

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