Company Liquidation in Poland - A Practical Guide for Foreign Investors
What Is Liquidation in Poland?
Liquidation is the statutory procedure used to formally close a solvent Polish company before its removal from the National Court Register. The process begins with a shareholders’ resolution and continues under the rules of the Commercial Companies Code. A company remains a legal person throughout this phase and must maintain proper accounting until strike-off.
Typical triggers include completion of business purpose, strategic market exit, or corporate restructuring, while additional grounds may arise from the company’s Articles of Association. A broader regulatory overview is available in our corporate law materials.
Role of Liquidators
Once liquidation is opened, managerial authority transfers from the management board to appointed liquidators, who assume full responsibility for the company’s affairs. Their tasks include settling liabilities, collecting receivables and handling the orderly sale of assets, while also preparing statutory financial documentation.
Liquidators must ensure that creditor claims are properly secured, and they may represent the company throughout administrative or judicial proceedings. Detailed guidance on their functions can be found in our analysis of liquidation-related corporate procedures.
Remote Liquidation Options
Foreign investors often complete liquidation entirely remotely, relying on powers of attorney granted to local counsel. This enables execution of notarial resolutions, registry filings, tax notifications and beneficiary-register updates without visiting Poland.
Most communication with authorities and courts can also be handled online, which is particularly valuable for companies with dispersed shareholders or foreign management. Investors exploring cross-border establishment and exit strategies may review additional insights within our Invest in Poland knowledge hub.
How Long Does the Process Take?
The duration of liquidation depends largely on statutory deadlines and the complexity of the company’s affairs. A three-month creditor-notification period in the Court and Commercial Monitor sets the minimum time frame, while the full process usually extends beyond seven months.
Companies holding assets, participating in pending proceedings or preparing extensive financial statements may require more time. Throughout the process, the entity must maintain proper books and comply with relevant accounting and reporting obligations.
How does the liquidation process work in practice?
Polish company liquidation typically involves the following stages:
- Opening liquidation and appointing liquidators through a shareholders’ resolution.
- Filing the opening with the Registration Court to update the company’s status and liquidators’ details.
- Publishing the statutory notice in the Court and Commercial Monitor and calling creditors to submit claims.
- Notifying registries and authorities, including the Real Beneficiary Register and the tax office.
- Preparing the opening balance sheet showing assets and liabilities at the start of liquidation.
- Carrying out liquidation activities, such as collecting receivables, settling debts and finalising accounting tasks.
- Drafting the liquidation report summarising the company’s position after all actions are completed.
- Holding the shareholders’ meeting to approve documents and grant discharge.
- Distributing remaining assets, if any, among shareholders.
- Filing for strike-off to formally remove the company from the National Court Register.
Costs of Liquidation
While exact expenses depend on the company’s structure and the number of required filings, the liquidation process typically involves the following charges:
- Stamp duty – PLN 17 for each power of attorney submitted to authorities or the court.
- Court fees – approx. PLN 350 and 400 for motions filed with the National Court Register.
- Publication fee – usually PLN 300–400 for the announcement in the Court and Commercial Monitor.
- Notarial fee – typically PLN 1,300–1,500 for preparing the notarial deed opening liquidation.
- Accounting fees – costs associated with preparing statutory financial statements and liquidation reports.
What Documents Are Required?
The liquidation process requires a combination of corporate and financial documents, most of which are prepared or coordinated by liquidators. These typically include the shareholders’ resolution, liquidators’ declarations, registry-court filings and the text of the statutory announcement.
Further obligations include preparation of the opening balance sheet, followed by liquidation reports or interim financial statements when the liquidation spans more than one financial year.
Common Risks for Investors
Foreign shareholders should be aware of procedural risks that may delay strike-off or create compliance concerns. These include premature distribution of assets, incomplete financial submissions or errors in public announcements.
Another risk involves inaccurate representation data filed with the court, which may result in administrative delays or the need to resubmit documents. Ensuring continuous accounting and proper record-keeping throughout liquidation is essential for timely completion.
Considering Liquidation?
If you are assessing the dissolution of a Polish company, our team supports foreign investors with fully remote handling of liquidation filings, accounting coordination and statutory compliance. For tailored assistance, please contact [email protected].
If you're also exploring how to set up a business, understand Polish taxes or corporate rules - check our complete legal guide for investors here: Doing Business in Poland – Free PDF Guide