1. Prepare the dissolution decision
Review the company’s assets, liabilities, contracts, employees, disputes and tax position before adopting the resolution. Dissolution by shareholder resolution generally requires notarial form and should also appoint or confirm liquidators.
2. Register the opening of liquidation
File the change with the KRS, disclose the liquidators and representation rules and add the liquidation designation to the company name. Update operational authorities and accounting arrangements.
3. Notify creditors
Publish the required announcement and invite creditors to submit claims within the statutory period. The timetable for asset distribution must take this protection period into account.
4. Conduct the winding-up activities
How the issue appears in practice
Hypothetical example: a dormant company with one unresolved contract
Shareholders assume a company without current revenue can be closed immediately. An old lease and disputed receivable emerge after liquidation starts, extending the process and changing the expected cost.
5. Close the accounts and seek deletion
Prepare the required opening, annual and final liquidation accounts, approve the closing documents, distribute remaining assets only when lawful and file for deletion. Arrange storage of the company’s records after closure.
Legal basis
- Polish Commercial Companies Code of 15 September 2000
- Polish Civil Code of 23 April 1964
- Polish National Court Register Act of 20 August 1997
- Polish Entrepreneurs' Law of 6 March 2018
- Polish Act of 6 March 2018 on participation of foreign entrepreneurs and other foreign persons in economic activity in Poland
This article provides general information and does not constitute legal advice for a specific matter. The appropriate solution depends on the facts, documents and business objective.
Summary
The process requires a realistic asset-and-liability plan, protection of creditors, careful contract and employment closure and coordinated accounting and registry work.