CEO, partner, attorney, Ph.D in Law
The liquidation of a company in Poland is the optimal way to formally cease its operations. Many business owners eventually arrive at the decision to liquidate their enterprise for various reasons. Our law firm typically handles several liquidation procedures of Polish companies simultaneously: some are successfully completed, while new ones are initiated.
Why are companies in Poland closed?
There can be many reasons, each specific to the business in question. However, they can generally be grouped into the following categories:
1. Change in Circumstances: Objective or Subjective
Objective circumstances for closing a business in Poland refer to those beyond the control of the business owner. These include market changes or shifts in the business environment. For example, in recent years, many food service establishments in Poland have closed due to quarantine restrictions or sharp increases in utility costs.
Subjective circumstances may include changes in the personal life of the business owners, such as relocation, a shift in professional focus, or other lifestyle changes.
2. Lack of Expected Business Results
The most common reason for closing a company in Poland is the failure to achieve the anticipated outcomes from the business. This may be due to an ineffective business model, unmet obligations, or management errors, which in turn result in slow growth or even unprofitability.
3. Lack of a Unified Vision Among Shareholders
This is often the most complex scenario. Disagreements between shareholders that arise during the course of business operations can significantly complicate the already challenging process of company closure.
How to Close a Business in Poland?
When business owners in Poland no longer see the prospects of continuing their operations, they are faced with several possible courses of action:
1. Abandoning the Company Without Taking Further Action
This scenario is quite common in relation to inactive Polish companies. The company’s management ceases to file tax declarations, respond to correspondence, maintain the registered office, or submit annual financial statements. The idea behind this approach is often based on the assumption that the court registry (KRS) will eventually strike the abandoned company from the register on its own initiative, making it unnecessary to spend time and money on formal liquidation.
However, this option is risky. Indeed, if a company fails to submit annual financial statements to the KRS for several consecutive years, the registrar may initiate compulsory liquidation proceedings, and ultimately remove the company from the register.
Before doing so, however, the registrar will take steps to compel the company to prepare and file the required annual reports. The KRS will send formal written demands to the company’s registered address and may impose financial penalties on the management board. If board members reside permanently outside of Poland and do not hold funds in Polish bank accounts or other assets in Poland, enforcement of such fines may be practically difficult.
Nevertheless, it is important to remember that failure to file annual financial statements constitutes a criminal-fiscal offence under Polish law. This offence is punishable by:
As a result, if the registrar is unable to obtain the company’s financial reports, it may file a complaint with the Prosecutor’s Office reporting the commission of a fiscal crime by the company’s management board members.
The Prosecutor’s Office then initiates proceedings based on the KRS’s report and may take steps to locate the individuals involved. In cases where the company is owned or managed by a foreign national, the prosecution often cooperates with the Polish Border Guard to track down the individual. In such situations, a board member may be detained at the border upon entering Poland and brought to the competent prosecutor’s office to provide explanations regarding the case.
These situations do occur in practice. Therefore, abandoning the administration of a company is not advisable, as the legal consequences of such a decision can be significant and unpredictable.
2. Suspension of Company Activity in Poland
Polish legislation allows for the suspension of business activity for a period of up to two years.
The main drawback of suspension is that this step does not fully resolve the issue of company closure — it merely places the situation “on hold.”
There is a category of company owners who first suspend their company’s activity in Poland and then simply abandon it. However, once the suspension period expires, the KRS (National Court Register) automatically reactivates the company, and the situation returns to its original state, along with all possible legal and financial consequences.
3. Selling a Company in Poland
A good way to “dispose of” a Polish company is to sell it to another party.
However, this option also has its specific features that must be taken into account.
Firstly, you need a buyer.
Currently, finding a buyer for a Polish company can be challenging.
Entrepreneurs starting a business in Poland generally prefer to register a new company, as it is faster and safer. An exception to this are companies that already have certain permits, licenses, or VAT registration, which can make them more attractive to potential buyers.
Secondly, if a buyer is found, you must ensure that all financial statements have been filed with the KRS for the periods during which you were a member of the company’s management board.
This is important because even after a change in the board, you may still be held liable for any non-compliance during your term of office.
If the new director, for example, neglects the company and fails to submit reports for your period of management, the KRS may pursue both the new and former board members for accountability within their respective periods of responsibility.
Thirdly, the sale of the company and changes in the board must be properly documented and officially registered with the KRS.
In practice, it is common for company owners to transfer their shares through a notarial deed, but then fail to update the board information or submit the required documents to the KRS. In such cases, although ownership of the shares is transferred to the buyer, the former director remains listed as the legal representative, and therefore is still responsible for submitting financial statements and other filings.
There are also frequent cases where the documents submitted to the KRS are rejected. In Poland, changes to company information in the commercial register do not take effect immediately. The KRS reviews the documents and may request additional information or corrections.
During the review process, the registrar may ask the applicant to provide supplementary documents, or to correct formal errors. If you fail to respond in time, the application will be dismissed, and the changes to the company board will not be registered.
Therefore, when selling your company to a third party, make sure that:
The KRS has officially registered the changes to the company’s information.
4. Liquidation of a Company in Poland
Liquidation of a company in Poland is a legal procedure by which a business ceases to exist and its information is officially removed from the National Court Register (KRS).
Liquidation is significantly more complex than company registration and involves a number of mandatory steps that must be completed to achieve a successful and lawful outcome.
Let us examine these steps in detail.
4.1. Adoption of a Resolution on the Dissolution of a Company in Poland
The liquidation procedure begins with the adoption of a resolution on the company’s dissolution by the shareholders. This resolution must be passed at a general meeting with a qualified majority of at least ¾ of all votes (75%).
Therefore, before initiating the liquidation, you should first verify whether you hold a sufficient number of shareholder votes to proceed.
Next, a general meeting of shareholders must be convened and held.
If 100% of the shareholders are expected to attend, the formal procedure for convening the meeting may be skipped — all shareholders may gather at any time without prior notice.
However, if any shareholder is unable or unlikely to attend, the meeting must be formally convened.
The general meeting is convened by the President of the Management Board (Prezes Zarządu), who must send a formal notice to all shareholders. The notice must include the date, time, place, and the agenda of the meeting.
The shareholders must be notified no earlier than 21 days before the scheduled meeting.
By default, shareholders must be notified in writing — either by registered mail sent to their address or by obtaining written acknowledgment of receipt.
The location of the meeting and the form in which the resolution is adopted are important.
If the company was incorporated by notarial deed, then the resolution on dissolution must also be adopted in the presence of a notary. In this case, the general meeting takes place at the notary’s office in Poland, and the resolution must be executed as a notarial act.
If your company was registered electronically via the S24 system, the resolution to dissolve the company may also be adopted electronically, using qualified electronic signatures. Following the adoption of the resolution on dissolution, the company is legally required to change its business name by adding the designation “W LIKWIDACJI” (“in liquidation”) to its legal name.
4.2. Appointment of a Liquidator
Simultaneously with the resolution on dissolution, the company must appoint a liquidator — the person who will represent the company throughout the liquidation process and will be responsible for ensuring that all procedural steps are properly executed.
From this moment, the members of the management board and company proxies (prokurenci) cease to perform their duties. In most cases, the existing board members are appointed as liquidators, but the shareholders may also appoint other individuals.
The appointed liquidator must provide written consent to act in that role.
4.3. Financial Reporting and Opening Balance Sheet of Liquidation
At the start of the liquidation process, it is necessary to prepare the required accounting documentation, namely:
The financial statement must be prepared electronically and submitted by the liquidator to the KRS, in a similar manner as the company’s annual financial report.
The opening balance sheet is prepared in paper form, approved by a resolution of the general meeting of shareholders, and submitted to the registrar together with other liquidation documents.
It is important to note that preparing financial documentation in Poland takes time, so if you plan to initiate liquidation, you should engage your accountant in advance to begin the preparation process.
4.4. Submission of Liquidation Documents to the Court Register (KRS)
The liquidator of a company in Poland is obliged to submit a specific set of documents to the National Court Register (KRS) within 7 days from the adoption of the resolution on dissolution. The required documents include:
Since 2021, all documents related to company changes must be submitted electronically via the PRS portal. Submission can be done either personally by the liquidator using a qualified electronic signature or through a legal representative (e.g., a Polish attorney-at-law or legal adviser).
Once the documents are reviewed, the registrar updates the KRS to reflect the company’s liquidation status and the replacement of the management board with the appointed liquidator(s).
A registration fee is payable for the submission.
4.5. Publication of the Liquidation Notice
Upon commencement of liquidation, the liquidator is obligated to notify potential creditors by publishing a liquidation announcement in the official gazette Monitor Sądowy i Gospodarczy (MSiG).
Creditors have 3 months from the date of publication to submit their claims. By law, the liquidation process must last at least 6 months from the date of publication (pursuant to Articles 279 and 286 of the Polish Commercial Companies Code).
4.6. Update of the Ultimate Beneficial Owners Register (CRBR) and NIP-8 Notification
Following the dissolution resolution, the following updates must be made:
4.7. Completion of Ongoing Business Affairs
During liquidation, the liquidator must finalize all pending affairs of the company, with particular focus on:
All employment relationships must be terminated, and all contracts closed. Liquidators may not enter into new contracts, except those strictly necessary for the liquidation process.
Ideally, at the end of this phase, the company should hold only cash funds that are subject to final distribution among shareholders.
If full disposal of the company’s assets is not possible, such assets may be distributed proportionally among the shareholders, subject to their approval.
Important: Companies under liquidation must continue filing annual financial statements like active entities.
If the liquidation extends beyond the current financial year, the liquidator is required to file year-end financial reports covering the period from the beginning of liquidation until the year-end.
4.8. Distribution of Remaining Assets and Final Liquidation Reports
After the mandatory 6-month waiting period and once all obligations are fulfilled, the liquidation enters its final stage:
Both statements must be:
A copy of the final liquidation statement must be submitted to the Tax Office.
4.9. Archiving of Company Documentation
Before liquidation can be finalized, the shareholders must adopt a resolution specifying:
Minimum storage periods under Polish law include:
Considering the long retention periods, outsourcing document archiving to specialized firms is highly recommended.
4.10. Submission of Final Documents to the Court and Deletion from KRS
The liquidation procedure concludes with the submission of a motion to remove the company from the National Court Register (KRS), along with a complete set of final documentation, including:
The liquidator must also file written statements confirming that:
After reviewing the submission, the court issues a decision to remove the company from the KRS. Only when this decision becomes legally binding is the company officially considered dissolved.
Conclusion: Liquidation as the Most Reliable Closure Method
Liquidation is the most secure and complete method to close a company in Poland, ensuring that:
However, the process is time-consuming and requires financial resources.
Estimated Timeframe By law, liquidation cannot take less than 6 months, and in practice, it typically takes 9 to 12 months.
Estimated Costs of Liquidation
I. Mandatory Expenses
| Expense | Approximate Cost |
| Notary fee (for resolution) | ~1,200 PLN net (can be avoided if using S24) |
| KRS registration fee (start of liquidation) | 350 PLN |
| Publication in MSiG | ~500 PLN (depends on length of notice) |
| KRS fee for deletion | 400 PLN |
| Document archiving | From 1,000 PLN net (based on volume and duration) |
II. Accounting Services
Required financial statements include:
Cost is calculated individually, depending on the company’s accounting complexity. It is best to hire the accountant previously responsible for the company’s bookkeeping.
III. Legal Services
The legal team at Romaniuk & Partners offers full legal assistance for company liquidation in Poland, with service packages starting from 4,000 PLN.
Legal service package includes:
If you are interested in liquidating a company in Poland – contact us!
+48 728 386 766!
Mykhailo Romaniuk,
CEO of the Law Firm “Romaniuk & Partners”,
attorney, Ph.D in Law
Author Mykhailo Romaniuk
01 October, 2025
