To begin with, it is important to understand that the closure of Sp. z o. o. is a costly, complex and time-consuming process.
There are many reasons why companies decide to close their operations. Below are some of the most common reasons why companies close:
- lack of financial resources and the inability to retain profits, may lead to the inability to continue business;
- changes in consumer demand, technological breakthroughs and other changes in the marketplace may cause the company to cease to be competitive;
- improperly chosen strategies can lead to business failure;
- lack of qualified employees, shortage of material and financial resources, may lead to a reduction in production capacity;
- violation of the law can lead to significant fines and the threat of termination;
- lack of motivation, health, personal problems of managers and employees may cause the closure of the company.
Each of these causes can lead to serious problems for the company, and if the situation is not corrected in time, the closure of the firm may be inevitable. In such cases, it is necessary to evaluate all alternatives and make the most effective decision for the business.
- Methods of closing
- Making a decision to close the firm
- Notification of employees and counterparties
- Liquidation
- Company liquidation step by step
- Notification of the opening of liquidation
- Drawing up a balance sheet to open liquidation
- Summing up the results of the liquidation
- Closing the company
- Bankruptcy
- Company reorganization
- Merger of companies
- Company sale
- Freezing the company
Methods of closing
According to the current one, there are 3 ways to get rid of the company:
- Liquidation
- Bankruptcy
- Reorganization
However, there are 2 other options, which are rarely mentioned, namely:
- Sale
- Reorganization
In this article, we’ll take a look at all of the above options.
If you are doing business in Poland and you want to close your company, first of all you need to follow a number of legal and tax procedures.
Making a decision to close the firm
This can be for a variety of reasons, such as a lack of financial resources or a change in business direction. It is important to make sure that the decision was made after careful thought and analysis.
Notification of employees and counterparties
You have to notify your employees and contractors (such as accountants, suppliers, etc.) of the termination. This should be done at least 30 days before the closing date, but the earlier you do it the better, as contracts, e.g. with the accounting department, are often signed for several months in advance, so you avoid arrears and additional red tape. It is important to provide all the necessary information, including the reason and date of closure, as well as details regarding the payment of financial obligations.
Liquidation
Liquidation is the process of closing a company, whereby its assets are distributed among its creditors and owners. Liquidation of a company in Poland can be carried out for several reasons, including insolvency, bankruptcy, change of business direction, change of owners or simply the desire to close the company.
The first step is the decision to liquidate the spulki. This can be the decision of the owner of the company or its founders. Then, a commission of liquidators must be created to oversee the liquidation process. The commission must be registered in the National Court Registry and must include at least one liquidator.
Next, you must notify the state tax authorities and make all necessary payments. In addition, you must publish an announcement about the liquidation of the company in an official magazine to notify interested parties of the liquidation process.
After that, you must make a list of all the company’s creditors and identify their debts. Creditors are entitled to receive money from the company’s assets, so this list must be compiled with great care. In addition, all of the company’s assets must be identified and how they will be distributed among the creditors and owners must be decided.
Company liquidation step by step
After notifying employees and calculating taxes, you can start the liquidation procedure Sp. z o. o.. Liquidation involves the following steps:
- appointment of the liquidator;
- notification of the opening of the liquidation
- drawing up a balance sheet for the opening of a liquidation
- distribution of assets
- drawing up the results of the liquidation
- filing an application to exclude the company from National Court Register (KRS)
Notification of the opening of liquidation
The start of liquidation is the moment when the owners of the company draw up and sign the document (uchwały) on the opening of liquidation.
Within 7 days of signing the uchwały, the liquidator is obliged to notify the court registry (KRS) that the company is in the liquidation phase, by filing form KRS-Z61 together with the attachments: KRS-ZR (liquidators), KRS-ZK (exclusion of board members), KRS-ZL (exclusion of proxies (prokurent) – if the company has such). The notice must state:
- the reasons for the liquidation of the company
- names, addresses and PESEL numbers of the liquidators
- the way in which the liquidators represent the company.
Please note that when submitting an application you will pay a state fee of 200 PLN / 250 PLN, depending on the form of submission – 200 PLN if through the portal s24 or 250 PLN if through PRS (court registry portal).
In addition, in the case of limited liability companies (Spółka z o.o.), the liquidators of the company must declare the opening of liquidation in the “Monitor Sądowy i Gospodarczy” form MSiG-M1, this will cost you 350 PLN if the company was registered “on paper” or 300 PLN if you registered it online, through s24.
Drawing up a balance sheet to open liquidation
Immediately after the notification of the liquidation phase to the court registry, the liquidator must draw up a liquidation balance sheet, which lists all the assets of the company at their market value (the real price that can be obtained at the moment from the sale of these assets). The balance sheet must be dated on the opening day of the liquidation.
Summing up the results of the liquidation
Summing up consists of the liquidator drawing up a financial report showing that there are no outstanding debts of the company and the amount of company assets to be distributed to shareholders
Closing the company
After completing all liquidation procedures, liquidators must submit an application to exclude the company from the KRS along with the following documents:
- the liquidation balance sheet report as of the date of completion of liquidation
- a statement by the liquidators that the liquidation is complete (the company’s activities have ended, debts have been paid, all obligations have been met, and assets have been liquidated)
- the decision of the shareholders on the appointment of the custodian and the documents of the liquidated company.
In the case of Spółka z o. o. the electronic application must be accompanied by a document approving the liquidation balance sheet signed by all owners as of the date of liquidation.
If everything went smoothly, you will be issued a certificate of termination of the company. After receiving this document, you must notify the tax authorities, insurance organizations and other relevant authorities about the termination of the company.
Bankruptcy
Bankruptcy of a company is a measure of last resort that owners take when a company can no longer pay its debts. In Poland, the bankruptcy procedure is regulated by law, which defines the steps to be taken by the owners of the company.
The first step is for the owners to file for bankruptcy in court. The petition should include the reason for bankruptcy, the state of the company’s finances and a list of all of its creditors. The court will appoint a supervisor to oversee the bankruptcy process and work on behalf of the creditors.
Then, the company must cease operations and begin the process of selling its assets. Creditors are entitled to receive money from the company’s assets, which will be sold at auction. If there are not enough assets to repay the debts, creditors will receive their debts according to priority. Priority for repayment of debts has:
- tax authorities;
- company employees;
- secured creditors.
The rest of the creditors get the money after the higher priority debts are paid off.
Company reorganization
Company reorganization is the process of changing the structure and organization of a company in order to improve its efficiency and sustainability. In Poland, the reorganization of a company can take place in several ways, which are defined by law. The details can be found on the official source: https://www.biznes.gov.pl/pl/portal/0078
It is important to understand that the registration court “strikes out” a company that has been merged, split up or transformed on the basis of an application for registration of a company transformation. In the context of Sp. z o. o. the most popular option would be a merger of companies.
Merger of companies
This method consists in the merger of two or more companies into one new company. The assets, liabilities and rights of the member companies are transferred to the new company. This method allows to increase the economic power of the company and to obtain new opportunities.
Company sale
This method consists of company sale or part of it. The new owner receives all the assets, liabilities and rights of the company. This method allows the owners of the company to get rid of debts and risks and get new business opportunities. We suggest that you watch a video on the preparation and process of selling a company:
Freezing the company
A company freeze is a procedure for temporarily stopping the activities of a legal entity, can be used in various situations, for example, when the company is temporarily unable to fulfill its obligations to customers or you want to temporarily suspend activities to rest from the company.
Company freeze can be temporary or permanent. A temporary freeze can last from 1 to 24 months, with the possibility of extension. A permanent freeze can be applied if the company is unable to fulfill its obligations for a long period of time or if the company is under liquidation. You can unfreeze a company at any time, through the KRS portal.
To apply for a freeze, board members must sign 2 applications:
- a decision to freeze the firm
- a statement that the firm has no employees
After signing the applications, the documents must be sent to the KRS.
Consideration of the application for a freeze takes 2-3 weeks, in addition, it is a free option to suspend the activities of the company, no state fees are charged.
During a freeze, the company can not enter into new contracts or fulfill its current obligations, so in the case of a freeze you are obliged to fire all your employees. In addition, the company cannot make financial transactions, such as paying bills or receiving payments from customers.
If you need more information on how to close a dormant company in Poland, how to sell a company or open a sole proprietorship, please leave a request on our website and our team will review your case and find the best solution.
