How to close an LLC in Poland: step by step

Closing an LLC (Limited Liability Company, Sp. z o.o.) in Poland requires the completion of a number of procedures and adherence to certain legal formalities. This process can take several months and includes several stages. In this guide, we will outline all the necessary steps for successfully closing an LLC in Poland.

Decision to liquidate

The first step is to make a decision to liquidate the company. This decision must be made at a general meeting of the LLC participants. The decision is formalized in the form of minutes, which must be notarized.

«The decision to liquidate the company must be made by a majority vote of the participants unless the articles of association provide otherwise.»

• Convening a general meeting of participants.
• Making a decision to liquidate.
• Notarization of the meeting minutes.

Appointment of a liquidator

After the decision to liquidate is made, it is necessary to appoint a liquidator. The liquidator can be one of the company’s participants or an outsider. The appointment of the liquidator must also be reflected in the meeting minutes.

• Appointment of a liquidator.
• Notification of the liquidator about their appointment.
• Making changes to the KRS (National Court Register).

Notification of liquidation

After appointing the liquidator, it is necessary to notify the relevant authorities and creditors about the commencement of the liquidation process. This includes publishing a notice in the «Monitor Sądowy i Gospodarczy» (Court and Economic Monitor) and sending notifications to creditors.

1. Publication of the liquidation notice in the «Monitor Sądowy i Gospodarczy.».
2. Notification of creditors and partners.
3. Waiting period for creditors to submit claims (at least 3 months).

Preparation of the liquidation balance sheet

After the claims submission period for creditors is completed, the liquidator must prepare a liquidation balance sheet that reflects all the assets and liabilities of the company. The balance sheet must be approved by the company’s participants.

• Inventory of assets and liabilities.
• Preparation of the liquidation balance sheet.
• Approval of the balance sheet by the company participants.

Realization of assets and satisfaction of creditors' claims.

At this stage, the liquidator sells the company's assets and uses the proceeds to satisfy creditors' claims. The remaining funds are distributed among the company participants according to their shares.

• Realization of the company's assets.
• Satisfaction of creditors' claims.
• Distribution of remaining funds among participants.

Closure of the liquidation process and removal from KRS.

After completing all settlements and resolving all obligations, the liquidator prepares a liquidation report, which is approved by the company participants. Then, an application is submitted for the removal of the company from the National Court Register (KRS).

1. Preparation of the liquidation report.
2. Approval of the report by the company participants.
3. Submission of an application for the removal of the company from KRS.

After the entry of liquidation in KRS, the company is officially considered closed.

«The process of liquidating a company takes time and requires careful adherence to all legal procedures. It is recommended to consult with professionals at each stage.»

Closing an LLC in Poland. — is a complex process that requires careful attention and adherence to all established procedures. By following the steps outlined above, you can successfully liquidate your company and complete all necessary formalities.

Notification of tax authorities and social funds.

The final stage includes notifying tax authorities and social security funds about the completion of the liquidation. The liquidator must submit the appropriate applications and report on all tax and social obligations of the company.

• Submission of an application to the tax office for the liquidation of the company.
• Submission of an application to ZUS (Social Insurance Institution) for the cessation of activities.
• Closing bank accounts and terminating all current contracts.

Archiving documents

In accordance with Polish law, certain company documents must be kept in the archive for a specified period. This applies to accounting and tax documents, as well as meeting minutes and other important papers.

1. Compiling a list of documents to be archived.
2. Transferring documents to an archival institution or responsible person.
3. Ensuring the storage of documents for the period established by law.

Useful tips and recommendations

The process of liquidating an LLC in Poland can be simplified by following certain recommendations:

• Planning: Start planning the liquidation in advance to avoid haste and mistakes.
• Consultations: Seek advice from lawyers and accountants specializing in company liquidation.
• Documentation: Keep a thorough record of all documents and protocols related to the liquidation.
• Communication: Maintain open communication with creditors and partners to avoid misunderstandings.

Closing an LLC in Poland requires the completion of a number of complex procedures, but following a step-by-step plan and thorough preparation will help successfully complete this process. Do not forget the necessity of consulting with professionals to avoid legal and financial problems in the future.

«Successful liquidation of a company is the guarantee that all obligations will be fulfilled and the process completed without complications.»

We hope this guide will help you navigate all stages of LLC liquidation in Poland and complete this process as efficiently and painlessly as possible.