How to liquidate a company or branch in Poland
In certain circumstances, winding up a business in Poland becomes necessary. The key to terminating a business efficiently and safely is to select the most advantageous method of bringing its operations to an end, considering the nature of the business, the company’s assets and the risks associated with liquidation.
-
When should you decide to liquidate a company?
If the business does not generate the expected profits, does not develop as planned or its business purpose has ceased to exist for any other reason, liquidating the company may be the only appropriate course of action. This solution is intended for entities that have sufficient assets to settle the company’s liabilities and wind up its ongoing operations.
-
Key considerations when liquidating a company
Regardless of the legal form in which the business operates, it is essential to assess the company’s current position and determine whether the project can be carried out. The owners of a company undergoing liquidation seek to sell or withdraw its assets while limiting the liability of shareholders, partners and members of its governing bodies for the actions taken and ensuring that the process is completed efficiently.
-
Liquidation and the company’s legal form
Under Polish law, the liquidation of a limited liability company or joint-stock company is a process carried out over an extended period and consists of several key stages that must be completed before the company can be removed from the register of entrepreneurs of the National Court Register. By contrast, the liquidation of a limited partnership or general partnership is generally a significantly shorter process.
Scope of support
-
Legal, tax and accounting advice
Advice covering the key legal, tax and accounting aspects of winding up business operations in Poland, including determining the liability of members of governing bodies and liquidators and the rules governing the transfer of assets remaining after liquidation to the shareholders.
-
Preparation of a liquidation timetable
We also provide ongoing oversight of its implementation, including coordination of the flow of information and documents.
-
Preparation of resolutions to open and complete the liquidation and appoint a liquidator
We also prepare a complete set of other documents required to carry out the liquidation process and remove the company or branch from the register of entrepreneurs of the National Court Register.
-
Support at shareholders’ meetings and general meetings
We assist with, or participate in, shareholders’ meetings or general meetings as a shareholder’s proxy.
-
Application to the Court and Commercial Gazette
We prepare and submit, on behalf of the client, an application for publication of a liquidation announcement in the Court and Commercial Gazette.
Implementation process
-
Planning stage
As part of this stage, we conduct a detailed analysis of the company’s legal position in terms of its liquidation obligations, prepare a detailed process schedule and describe the actions that need to be taken by the client.
In the case of partnerships, the liquidation procedure described above is usually not required, as the applicable legislation allows simplified measures to be used and the partnership to be dissolved within a short period without conducting formal liquidation proceedings.
-
Implementation stage
The liquidation process is as follows:
Step 1. Opening the liquidation
Liquidation is usually opened based on a resolution adopted by the shareholders’ meeting or general meeting.
Step 2. Announcement in the Court and Commercial Gazette
Once the liquidation has been opened, an announcement must be published in the designated publication, namely the Court and Commercial Gazette, stating that the liquidation has been opened and calling on creditors to submit their claims to the company.
Step 3. Liquidation activities
During this stage, the company winds up its ongoing operations and liquidates its assets. The relevant agreements must also be terminated.
Step 4. Completion of operations
Once at least six months have elapsed from the publication date of the announcement, resolutions may be adopted to complete the company’s operations and distribute the assets remaining after its liquidation. An application may then be filed to remove the company from the register.
Step 5. Removal of the company from the register of entrepreneurs of the National Court Register
In the case of partnerships, the liquidation procedure described above is usually not followed, as the applicable legislation allows simplified measures to be used and the partnership to be dissolved within a short period without conducting formal liquidation proceedings.
-
Process implementation
At this stage, we guide the client through all formalities associated with the process. We manage the process comprehensively, from liaising with the notary or relevant authorities and preparing all necessary documents to submitting the required documentation to the court and continuously monitoring registration. Depending on the type of process, we also coordinate activities with foreign advisors.
-
Ongoing consultations during and after the process
Cross-border processes present an organizational challenge both for the governing bodies of the entities undergoing reorganization and for the employees responsible for implementing changes in the relevant areas, such as accounting and administrative staff and HR teams. Our many years of experience gained through domestic and international projects allow us to support clients with all ongoing matters related to cross-border reorganization processes at every stage of the project, including after its completion.
As part of this stage, we conduct a detailed analysis of the company’s legal position in terms of its liquidation obligations, prepare a detailed process schedule and describe the actions that need to be taken by the client.
In the case of partnerships, the liquidation procedure described above is usually not required, as the applicable legislation allows simplified measures to be used and the partnership to be dissolved within a short period without conducting formal liquidation proceedings.
