Liquidation of a Limited Liability Company

 Liquidation is initiated by the members adopting a resolution to dissolve the company. The resolution should be included in the minutes of the members' meeting prepared by a notary. The resolution appoints a liquidator or liquidators. Usually, the members of the board become liquidators. The above document is subject to submission to the National Court Register as an attachment to the application to change the entry in the National Court Register prepared on the KRS Z 61 form.

 The application must be accompanied by proof of payment of the court fee and payment for the announcement in Court and Economic Gazette. Notification to the National Court Register is also made for the appointment of persons acting as liquidators of the company and the manner of its representation during the liquidation period (KRS ZR). In addition, should be also submitted notarized signatures of liquidators and their addresses.

During the liquidation the company is obliged to act under the name of the company with the addition of the sign "in liquidation." The liquidators are responsible for proper liquidation activities, who are drawing up the liquidation opening balance, which must be submitted for approval to the general meeting and the creditors' demands to submit their claims against it within three months from the date of its publication. The announcement containing the request is published in Court and Economic Gazette.

The above regulation is intended to enable the company's creditors to submit their claims. The application may be submitted in any form, however, it is limited by three months from the date of the announcement publication. Despite the lack of reservations as to the form of the statement, the creditors should ensure that they have any evidence of their claims.

Not earlier than six months from the date of announcing the liquidation of the company in the Court and Economic Gazette and the request of the creditors to submit claims, the liquidators may proceed to the division of the company's assets between the members. The condition for initiating this process, however, is satisfying or securing the interests of the creditors. If, for some reason, this has not happened, the division of property between partners cannot be made despite the expiry of the six-month deadline.

The Commercial Companies Code indicates that the final division of property should be preceded by preparation by the liquidators of the financial statements as at the day before the division of assets between members. The report is therefore determined as at the balance sheet date, the day preceding the division of the liquidation amount between the members.

However, the indicated activity for its effectiveness requires approval by the members' meeting that the liquidators call. The meeting is convened in the manner specified for convening an extraordinary general meeting of members. It is assumed that the date of approval of the liquidation report by the general meeting of members is the date of the formal closure of the liquidation. Finally, the liquidation report prepared in the light of the Codex regulations is announced at the registered office of the company and should also be announced in the Court and Economic Gazette. This activity is subject to notification to the registry court along with the application to strike the company off the register. This application is made on the official form KRS X2. The court, after finding out that the liquidation process was carried out correctly, issues a decision to strike  the company off the register.

Official fees:

1. Declaring the opening of the liquidation - PLN 350 + payment for the publication of the announcement (PLN 0.70 for 1 character),
2. Application for striking off the National Court Register - PLN 300 and PLN 100 for an announcement in the Court and Economic Gazette.

Necessary documents:

1. Applications of the National Court Register Z61, KRS-ZR, KRS-ZK, KRS-ZL - if the company was established a commercial proxy, notarized signatures of the liquidators and their addresses.
2. The consent of liquidators for their function - such consent is not required if the application is submitted by the liquidators.
3. Resolution of the members' meeting on the dissolution of the company and the opening of liquidation in the form of a notarial deed, and in the case of electronic mode - electronic resolution form along with statements about its taking with signatures of partners confirmed by, for example, Trusted Profiles.
4. Approved opening balance of liquidation - if you do not attach the balance sheet, the registration court will ask you to fill in the formal defects, that is, to provide an approved opening balance sheet of the liquidation.

Application for publication of announcement in the Court and Economic Gazette (MSiG)

Application for publication of announcement in the Court and Economic Gazette on the MSiG-M1 form.

Attach the content of the announcement on the liquidation of the company to the application along with the call of creditors to submit claims within 3 months. It is worth to provide the content of the announcement also in electronic form. From the publication of the announcement, the company's creditors have 3 months to notify liquidators of all claims against the company.

The fees related to the change of entry in the National Court Register and the announcement in the Court and Economic Monitor is:

• PLN 350 - for company that was registered by paper;
• PLN 300 - for company that was registered online by S24.

In addition, you will also have to pay for other ads, such as a call for creditors. The fee depends on the number of characters, PLN 0.70 per one character, not less than PLN 60 per announcement.