Closing a Polish company: how long liquidation takes, and the cost

A project in Poland has run its course, or the group is consolidating, and the decision is made at head office: close the Polish subsidiary. In most home jurisdictions that thought is followed by a cheap, near-automatic exit - a UK-style strike-off, a short administrative deletion, a “turbo” liquidation. The Polish subsidiary does not offer any of that. Closing it is a formal, sequenced procedure with a clock you cannot wind forward, and understanding that clock is the whole point of planning the exit early.

Is there a quick “strike-off” in Poland?

No. A Polish sp. z o.o. is dissolved only once a liquidation has been carried out and the company is deleted from the register (Art. 272 KSH). There is no Polish equivalent of quietly letting a company lapse - the register does not forget, and neither does the tax office.

This surprises foreign groups because some Polish vehicles can be wound up without a liquidation. A limited partnership (spółka komandytowa), for example, can be removed from the register on an agreed winding-up, skipping the formal process. A sp. z o.o. cannot. Whatever the size of the company or however dormant it has become, the exit runs through the same statutory liquidation.

How long does it really take?

Plan for 7 to 8 months from the dissolution resolution to deletion from the register. One step dominates that timeline. Once the liquidators announce the opening of the liquidation and call on creditors (a 3-month window to come forward, Art. 279 KSH), the company’s assets cannot be distributed to the shareholder until 6 months have passed from that announcement (Art. 286 § 1 KSH). Everything else - the resolution, the registration, selling assets, collecting receivables - can be done relatively quickly. The six-month bar is the bottleneck, and in a sp. z o.o. there is no mechanism to shorten it.

The sequence, step by step

What does the parent actually get, and when?

The shareholder receives the liquidation surplus - what is left after creditors are paid or secured - pro rata to its shares, and only after the 6-month bar. Crucially, no cash can leave to the shareholder during the liquidation until all liabilities are paid or secured (Art. 275 § 2 KSH). A group used to sweeping cash upward on demand has to sit on its hands until the end.

On tax, treat this as a signpost, not advice: the liquidation surplus paid to a foreign parent is generally treated as income from participation in profits - so withholding tax at source may apply, subject to any exemption or treaty relief. Distributing the remaining assets in kind, rather than as cash, can also have VAT consequences. These are questions for your Polish tax adviser before you set the date, not afterwards.

What about intra-group loans?

This is where most group wind-downs get stuck, because the Polish company usually owes - or is owed - money inside the group. In practice there are three clean routes: repay the loan before closing; convert the debt into equity; or leave it in place, in which case the liquidator files a statement with the court recording, truthfully, that the loan remains outstanding. What you cannot do is distribute the surplus while liabilities are unresolved - so the loans have to be dealt with, one way or another, before the parent sees anything.

Who runs the liquidation - and where is the risk?

By default the sitting management board members become the liquidators (Art. 276 KSH). That is usually the natural choice: they know the company best, so the wind-down runs itself. Note two shifts on day one - any commercial proxy (prokura) lapses automatically, and a liquidator carries essentially the same duties and exposure as a board member.

We also act as liquidator for clients where no one in the group wants the role. When we do, two conditions are non-negotiable: the books must be kept professionally throughout, and the shareholder gives an appropriate release from liability - because the liquidator, not the parent, is the one facing the court and the tax office.

One hard limit: liquidation assumes the company is solvent. If its liabilities exceed its assets, the route is not liquidation but bankruptcy, and the board’s insolvency-filing duty bites (see Board-member liability in a Polish sp. z o.o.: what you sign up for).

What does it cost?

The official and notarial spend is modest. Indicatively: the notarial deed of the dissolution resolution around PLN 750 net; the registry-court fee for opening the liquidation PLN 250 plus PLN 100 for the gazette entry; the creditor-call announcement, charged per character, typically PLN 300–500; and the deletion at the end PLN 300 plus PLN 100. Call it PLN 1,800–2,500 net in fees, plus the bookkeeping and legal fees that run across the whole period. The cost that matters is not the fees - it is the seven or eight months during which the company must be kept alive, accounted for and filed.

Faster alternatives - and their catch

If the goal is to get the company out of the structure quickly, liquidation may be the wrong tool - but the faster routes carry their own catch. Merging the Polish company upstream into its parent removes it with no liquidation and no six-month wait, because its assets and liabilities pass by universal succession - which is exactly the drawback: the parent inherits the company’s entire history, not just its net assets. Where clients have been in a hurry, I have taken two other routes: merging the company into another group entity, or converting it into a limited partnership (spółka komandytowa), which can then be deleted from the register without a full liquidation - cutting the exit to around 4 months rather than 7 to 8. Both need the tax and accounting handled with care. Selling the shares, or leaving the company dormant, are the remaining options. Which one fits is a separate decision - the reorganisation decision map sets goal against tool.

What this means for you

Closing a Polish subsidiary is not a form; it is a two-quarter project with a fixed minimum length. Start it as soon as the decision is taken, resolve the intra-group balances early, and if the timeline is the problem, look at an upstream merger or a conversion before you commit to liquidation.

Watch out

• The 6-month floor is immovable. No amount of urgency shortens the wait before distribution (Art. 286 § 1 KSH).
• No cash out during the process (Art. 275 § 2 KSH) - do not promise head office an early return of funds.
• The commercial proxy lapses on opening the liquidation; a new one cannot be granted (Art. 284 KSH).
• Insolvency changes everything - an insolvent company goes into bankruptcy, not liquidation, and the filing duty is personal.
• Keep the books clean to the end - a sloppy wind-down is where liquidator liability lives.

Next steps

1. Take the dissolution resolution and appoint the liquidators.
2. Register the opening of liquidation and publish the creditor call.
3. Settle intra-group loans (repay, convert, or record them).
4. Realise assets, collect receivables, pay or secure creditors.
5. Wait out the 6-month bar; approve the liquidation report and final accounts.
6. Distribute the surplus to the parent; apply for deletion; notify the tax office.