Liquidation of limited liability companies

Liquidation may be commenced provided that one of the reasons allowing the company to be dissolved has occurred. These include:

– reasons provided for in the articles of association,

– resolution of shareholders to dissolve the company or to transfer the registered office of the company abroad, confirmed by a protocol drawn up by a notary public,

– in the case of a company the articles of association of which were concluded using a model agreement, also a resolution of the partners on dissolution of the company, attested by a qualified electronic signature, a trusted signature or a personal signature,

– declaration of bankruptcy of the company,

– other reasons provided for by law.

Liquidation of a company starts with a resolution of shareholders on dissolution of the company. It is worth paying attention to its special form – a notarial deed. In the aforementioned resolution or a separate one, liquidators must also be appointed, which, as a rule, are members of the management board of the limited liability company. However, it is possible to regulate this issue differently in the articles of association or in a resolution of shareholders on the dissolution of the company. It also happens that liquidators are appointed by the court.

A resolution of shareholders on the dissolution of the company is passed by a majority of 2/3 of votes. The quorum is not important in this case, provided that the articles of association do not regulate it otherwise.

The execution of liquidation should be notified to the competent registration court. The notification to the registration court should include:

– repetition of the notarial deed on the opening of liquidation,

– surnames and names of the liquidators and their addresses,

– the manner of representing the company by the liquidators,

– any changes in this respect, even if there has been no change in the previous representation of the company.

This is the first act that the liquidator must perform. Every liquidator has the right to make a notification and must comply with the deadline of 7 days from the day on which the liquidation was opened.

The next step is for the liquidators to announce the opening of the liquidation in the “Monitor Sądowy i Gospodarczy”, at the same time summoning the creditors to present their claims within three months from the date of this announcement.

In the course of liquidation, the liquidators shall be obliged to complete the currently conducted affairs of the liquidated company, collect all the company’s debts, perform its obligations and liquidate the company’s assets.

It is important to note that the liquidators may only commence new business if this is necessary to complete the affairs that are in progress.

The division between the shareholders of the assets remaining after satisfying or securing the creditors may not take place before the expiry of six months from the date of the announcement of liquidation. Moreover, these assets shall be divided between the partners in proportion to their shares. However, other rules may be established in the articles of association of a limited liability company.

The shareholders’ meeting approves the liquidation report drawn up as at the day preceding the date of distribution of the assets between the shareholders and upon completion of the liquidation, the liquidators should announce the report at the company’s registered office and file it with the registration court, at the same time filing an application for deletion of the company from the register.

The competent tax office should also be notified about the completion of liquidation. Liquidation of a limited liability company is a complex and difficult process under Polish law. Its formalized procedures may pose a problem. Therefore, it is worth using professional services and making an appointment with our lawyers. Thanks to that, you will be sure that all formalities will be completed with due diligence.