Company liquidation in Poland
Because of the far-reaching effects of the company’s liquidation in Poland, the process leading to its removal from the National Court Register is relatively long and formalized. Polish company liquidation is much more complex and extended in time than company formation in Poland. Long process ensures protection for all the company’s creditors, as well as fulfilling all public-legal obligations.
However, in the absence of disputes and obligations of the company, this process is purely formal nature and should not provide liquidators or shareholders of liquidated companies with greater problems.
Stages of Polish company’s liquidation
- First step to initiate liquidation of the company in Poland is adoption of the resolution on opening of company’s winding up. Therefore, shareholders or their representatives have to arrive to Poland and visit Polish Notary Public Office to adopt resolution on starting liquidation of the company. Moreover, there have to adopt resolution on appointing liquidators of the company. From the moment of the opening liquidation, there is no more management board. Company is represented by liquidator or liquidators.
Above mentioned resolution may be adopted “remotely” without personal visit of shareholders in Poland. It is possible by authorization one of our lawyers to adopt such resolution on behalf of the shareholder or shareholders. Such authorization may be prepared in simple written form. Next, it has to be send to our law firm in hard copy via post. After receiving PoA document we will adopt resolution in Polish Notary Public Office.
- Second step is notifying National Court Register (“KRS”) about opening liquidation of the company. Motion to Commercial Register has to be accompanied with financial document – liquidation balance sheet.
- Company have to also make an announcement of the opening of liquidation in the Court and Economic Monitor (journal published by the Ministry of Justice). This is an extremely important act, because this announcement should call on all creditors of the company to submit their claims within three months from the date of publication of the announcement. This period cannot be shortened. An application for announcing the opening of liquidation may be submitted the same time as the application for entering the liquidation opening in the National Court Register.
- Final step is submitting motion to National Court Register on removal company from register. This motion may be submitted not earlier than 6 months from the date of actions indicated in point 2 and 3. To motion on removal company from register there have to be attached following documents:
- liquidation (financial) statement;
- financial statement for the date of liquidation of the company;
- a protocol confirming the approval of the liquidation statement by the shareholders’ meeting (simple written form);
- liquidators’ statement on the announcement of the liquidation statement at the company’s seat
- resolution of the meeting of shareholders to appoint a keeper of the books and documents of the dissolved company;
- declarations by the liquidators of the lack of pending court, administrative and bailiff proceedings as well as satisfaction of all claims;
- At the end, there has to be submitted to Tax Office form concerning information about Polish company’s winding up.
It has to be also underlined, the liquidator of the company has to have electronic signature to sign financial statement. By electronic signature, it has to be understand qualified electronic signature accepted in Poland or Polish Trusted Profile. In that regard, I recommend to obtain Polish Trusted Profile. First thing to gain Polish Trusted Profile is obtaining PESEL number. The Polish Trusted Profile is nothing else than online profile (login and password) which enables to sign electronically documents. It is used by typing SMC-codes which are sent to your phone number. You do not need any device (usb stick) to use it.
PESEL may be obtained remotely by us on basis of scanned copy of Power of Attorney document.
Cost of liquidation company in Poland
- court fee for reporting liquidation of the National Court Register – PLN 350;
- the cost of notary fee for preparing a resolution of the shareholders’ meeting to dissolve the company and open liquidation + to appoint liquidators + extracts – around PLN 1230;
- announcement in Court and Economic Monitor about liquidation – around PLN 500;
- court fee for the removal of a liquidated company from the National Court Register – PLN 400
- stamp duty for power of attorney document – PLN 17
Total expenses connected with liquidation of the company in Poland: around PLN 2.497