The management board and the foundation council agree. There are no assets. No creditors are expected. It looks like a formality that can be completed within a month. It is not — and not because the court is slow, but because the clock starts running at a point most people overlook during the planning stage.
Foundation liquidation is a process that takes 4–6 months. Its duration is determined by one factor over which no one has any control: the deadline for creditors, which runs from the date the notice is published in the Court and Commercial Gazette (MSiG). Everything else — resolutions, registrations, reports — can be planned and expedited. But only if you know the correct order of the steps and where the process actually gets held up.
In this article, you will find a complete timeline for closing a foundation, the three most common bottlenecks, a table comparing the process with the liquidation of a limited liability company, and a checklist to follow before adopting a dissolution resolution.
Note: This article applies exclusively to foundations operating under the Foundation Act of 6 April 1984. It does not apply to a family foundation, which is governed by the separate legal regime of the Family Foundation Act of 26 January 2023 — with its own grounds for dissolution, its own register, and a statutory one-month deadline for filing claims (Article 96 of that Act). Applying procedures from one Act to the other is not permissible.
Before you begin — what you need to know
Here are several terms used later in this article that must be understood precisely to avoid mistakes:
- Liquidator — a separate role that arises when liquidation begins and expires when it ends. A liquidator is not a member of the management board — this is a distinct role with its own duties and responsibilities.
- MSiG (Court and Commercial Gazette) — the official journal in which notices required by law are published, including notices to creditors during liquidation. Publication in MSiG is separate from registration in the National Court Register (KRS) — it is made at the applicant’s request and expense.
- KRS (National Court Register) — the register in which the foundation is entered. The opening of liquidation and the liquidator’s details must be reported to the KRS within 7 days of adopting the resolution (Article 22 of the National Court Register Act).
- CRBR (Central Register of Beneficial Owners) — the register to which details of persons exercising control over an entity are reported. The appointment of a liquidator changes the group of persons who must be reported.
- Foundation’s articles of association — these, rather than the Act, determine the liquidation procedure: who adopts the dissolution resolution, who appoints the liquidator, and how the assets remaining after creditors have been satisfied are to be used.
Six stages of foundation liquidation
The entire process of closing a foundation consists of six consecutive stages. Plan them backwards — from the intended publication date of the notice in MSiG, not from the date of the resolution.
Stage 1: dissolution resolution and appointment of a liquidator
The Foundation Act does not specify which body adopts the dissolution resolution. This is determined solely by the articles of association (Articles 5(1) and 15 of the Foundation Act).
In practice, three arrangements are commonly found in articles of association:
| Arrangement under the articles of association | Who decides | What to watch out for |
|---|---|---|
| Resolution of the foundation council | The council independently | The simplest option — requires one document |
| Resolution of the management board | The management board independently | Rare, but operationally straightforward |
| Resolution of the council at the request of the management board | The council, but only after a formal request from the management board | The most common and most troublesome option — requires two documents, and the management board’s request must be signed by all its members |
You also appoint the liquidator at this stage. Unlike in a limited liability company, a foundation’s management board members do not automatically become liquidators by operation of law. A liquidator must be appointed, and the articles of association may restrict the pool of candidates.
Stage 2: registration of the opening of liquidation in the KRS
You must file the application to register the opening of liquidation and the liquidator’s details with the KRS within 7 days of adopting the resolution. You must attach:
- The dissolution resolution (and, if required by the articles of association, the management board’s request)
- The liquidator’s declaration of consent to serve in that role
- The KRS form
From the registration date, the foundation uses its name with the suffix “in liquidation” — across all channels: invoices, agreements, correspondence, website, email signatures, and register profiles.
Court fee: PLN 150 (foundation not engaged in business activity) or PLN 250 (foundation entered in the register of entrepreneurs) — pursuant to the Act on Court Costs in Civil Cases.
Stage 3: publication of a notice to creditors in MSiG
This is a separate task — it is not part of the KRS registration. It requires two documents signed by the liquidator:
- The wording of the notice calling on creditors to file their claims within the specified deadline
- The notice submission form (MSiG-M1)
Signature: qualified electronic signature or trusted signature (trusted profile) — both are equivalent under the current instructions for the MSiG electronic system.
The fee is calculated per character — the shorter the notice, the lower the cost. A lengthy description of the foundation’s history and objectives adds nothing from a legal perspective and increases the cost proportionately. The unit rate is specified in the Regulation of the Minister of Justice of 15 April 2014 — check the current amount before submitting the application.
The deadline for creditors runs from the date the notice is published in MSiG — not from the registration of the liquidation in the KRS. The actual publication date is therefore the starting point for the entire subsequent timeline.
Stage 4: liquidation activities
While the deadline for creditors is running, the liquidator:
- Concludes the foundation’s ongoing affairs
- Collects receivables
- Settles liabilities
- Terminates ongoing contracts (lease, accounting, telecommunications, domain, hosting)
- Concludes employee-related matters
Assets remaining after creditors have been satisfied must be used for the purposes specified in the articles of association — never for the benefit of the founder or members of the foundation’s governing bodies (Article 15(4) of the Foundation Act). If the articles of association do not specify how the assets are to be used, the court determines their fate, taking into account the purposes served by the foundation. This is a judicial, not an administrative, mechanism.
Stage 5: financial statements and liquidation report
The accounting books are closed as at the date the liquidation is completed — meaning no earlier than the day after the deadline for creditors expires. The financial statements as at that date are prepared by the accountants, not the law firm.
Commission them in advance, while the deadline for creditors is still running. The financial statements — rather than the court — determine the pace of the final stage. If you wait until after the deadline has expired to commission them, the final stage will be extended by several weeks.
Stage 6: removal from the register
Once the liquidation report has been approved, you file an application to remove the foundation from the KRS (Article 46 of the National Court Register Act). You must attach:
- The liquidation report
- The resolution approving the report
- A declaration on the allocation of the remaining assets in accordance with the articles of association
- The financial statements as at the date the liquidation was completed
Removal fee: PLN 300 — regardless of whether the foundation conducted business activity (Act on Court Costs, Article 54(2)).
Once removed from the register, the foundation ceases to exist.
Contact us — we will help you organise the timeline and documentation.
Three points where foundation liquidation gets held up
Bottleneck no. 1: articles of association and signatures
The most common arrangement under the articles of association — “a council resolution at the request of the management board” — requires all management board members to sign the request. Often, two of them are no longer involved in the foundation’s activities, do not respond to emails, or are simply afraid to sign anything.
What to do:
- Make contacting inactive management board members the first step of the project, not the last
- Prepare the documents in two versions: a minimal version (the council resolution alone, if permitted by the articles of association) and a full version (the council resolution plus the management board’s request)
- File the minimal version and keep the full version in case the court requests additional documents — collecting difficult signatures “just in case” takes more time than responding to a potential court request
Bottleneck no. 2: the liquidator
Where the governing bodies have few members, a member of the foundation council is the natural candidate for liquidator. The problem is that the articles of association prohibit simultaneously serving on the council and the management board.
A liquidator, however, is not a member of the management board. It is a separate role. A prohibition in the articles of association against “simultaneously serving on the council and management board” does not automatically apply to the liquidator — unless the articles functionally equate the liquidator with the management body or establish a broader prohibition.
There is no settled case law on this issue — the wording of the specific articles of association is decisive. Before appointing a liquidator, review the articles and assess the risk of the registry court challenging the appointment.
If the court challenges the appointment, replacing the liquidator does not reset the timeline because the deadline for creditors runs from publication in MSiG, not from registration in the register.
Bottleneck no. 3: obligations under other legal regimes
Opening liquidation triggers obligations that do not arise under the Foundation Act. Overlooking even one of them may hold up the entire process or expose the liquidator to personal liability.
Non-registration obligations that are easy to overlook
| Obligation | Deadline | Legal basis | Who is responsible |
|---|---|---|---|
| Update the CRBR filing after appointing the liquidator | 14 days from the date of the change (if effectiveness requires registration in the KRS — 14 days from registration) | Article 60(1) of the [AML Act](https://sawaryn.com/publikacje/jak-wdrozyc-w-firmie-procedury-aml/) | The liquidator — signs the filing and is responsible for its accuracy. Penalty for a violation: up to PLN 1,000,000 (Article 153(1) of the AML Act) |
| Update details with the tax office and Social Insurance Institution (ZUS) | Deadline arising under tax and social insurance regulations | Separate tax statutes | Liquidator |
| Notify the minister responsible for the foundation’s purposes and the district governor | No uniform statutory deadline — it may arise from the articles of association, a court decision, or a request from the supervisory authority | Article 13(1) of the Foundation Act (supervision), articles of association | Liquidator |
| Reporting to supervisory authorities | Until the liquidation is completed — the obligation does not cease when liquidation begins | Article 12 of the Foundation Act | Liquidator |
| Designate a custodian of employee records | Before removal from the register | Article 94(9b) of the Labour Code — as a rule, a 10-year retention period | Liquidator |
| Designate a custodian of accounting records | Before removal from the register; the place of storage must be reported to the registry court | Article 76(1)(2) of the Accounting Act — accounting books for at least 5 years, approved financial statements permanently | Liquidator |
| Close bank accounts | Only after all liabilities have been settled — never earlier | — | Liquidator |
Records must not be left without a formally designated custodian. Document their transfer with a resolution or decision by the liquidator, an agreement with the custodian, a handover report, and confirmation of the relevant notifications. Employee records should be held by a professional entity authorised to provide such services. For accounting records, the Act permits a “designated person or entity”.
Liquidating a foundation versus a limited liability company — five differences
If you have experience with closing a limited liability company, do not apply the same model directly to a foundation. The differences are fundamental and concern the very foundations of the procedure.
| Criterion | Limited liability company | Foundation |
|---|---|---|
| Source of the procedure | Commercial Companies Code — detailed statutory regulation | Foundation’s articles of association — the Foundation Act provides only a general framework |
| Decision-making body and form of the resolution | Shareholders’ meeting; resolution in the form of a notarial deed | Body specified in the articles of association (council, management board, or both); ordinary resolution, without a notarial deed |
| Liquidator by operation of law | Yes — management board members become liquidators unless the company’s articles of association or a resolution provide otherwise | No — a liquidator must be appointed; the articles of association may restrict the pool of candidates |
| Fate of assets after creditors have been satisfied | Distributed among shareholders in proportion to their shares | Allocated to the purposes specified in the articles of association — never for the benefit of the founder or members of the governing bodies (Article 15(4)) |
| External supervision | No administrative supervision over the liquidation process | Minister responsible for the foundation’s purposes + district governor — the reporting obligation continues until the liquidation is completed |
By comparison, the liquidation of a simple joint-stock company (PSA) requires one notice and gives creditors 3 months to file claims, while a traditional joint-stock company requires two notices and gives creditors 6 months. For a foundation, the deadline for filing claims is not specified by statute — it is determined by the articles of association, the liquidation resolution, or the wording of the notice.
Checklist before adopting the resolution
Before convening any meeting, answer the following questions:
| No. | Question | Where to find the answer |
|---|---|---|
| 1 | Who adopts the dissolution resolution — the council, the management board, or both bodies? | Foundation’s articles of association |
| 2 | Who appoints the liquidator, and do the articles of association restrict the pool of candidates? | Foundation’s articles of association |
| 3 | For what purpose should the assets remaining after liquidation be used? | Foundation’s articles of association; if they are silent — the court decides (Article 15(4)) |
| 4 | How many signatures do you need and from whom? Is everyone available? | Articles of association + current composition of the governing bodies |
| 5 | Can the designated person combine the role of liquidator with another role in the foundation? | Articles of association — analysis of the scope of the prohibition on combining roles |
| 6 | Is the foundation registered with the CRBR, and who is responsible for updating the filing? | CRBR system |
| 7 | Who is the custodian of the employee and accounting records? | Agreements with records management providers |
| 8 | Which ongoing contracts need to be terminated? | Foundation’s contract register |
| 9 | Are the accountants prepared to draw up the financial statements as at the date the liquidation is completed? | Foundation’s accountants |
| 10 | Has the method of settling the MSiG publication fee been agreed? | Arrangement with the law firm/adviser |
We can help you with this
Closing a foundation is a project that requires coordination across several legal regimes — registration, tax, employment, AML, and reporting. Overlooking any one of them may prolong the process or expose the liquidator to personal liability.
We help organise the process from the very first step:
- Review of the articles of association — within 2–3 days, we identify who must sign which documents, whether the designated person may act as liquidator, and which set of documents should be filed with the court
- Liquidation timeline — we work backwards from the intended publication date of the notice in MSiG, setting a target removal date and listing all non-registration obligations (CRBR, supervision, tax office/ZUS, records)
- Document preparation — resolutions, KRS applications, wording of the MSiG notice, CRBR filings, and notices to supervisory authorities
- Coordination with the accountants — we agree on the date for closing the books and preparing the financial statements so that the final stage is not extended by several weeks
- Support through removal from the register — a complete set of closing documents, application for removal, and verification that the assets are allocated in accordance with the articles of association
If you are planning to close a foundation — contact us before adopting the resolution. Reviewing the articles of association and preparing the timeline takes 2–3 business days.
Summary
Foundation liquidation is not a formality that takes a month. It is a 4–6 month process in which the timeline is determined by publication of the notice in MSiG, while the articles of association govern the entire course of the procedure — from the resolution to the allocation of assets.
The three points where the process actually gets held up are: obtaining signatures under a troublesome arrangement in the articles of association, selecting a liquidator where the governing bodies have few members, and non-registration obligations (CRBR, supervision, record-keeping) that are easy to overlook.
If you want to close a foundation without months of delays, start with a review of the articles of association and a timeline, not with the resolution. Contact us — we will help prepare your foundation for removal from the register.
Frequently asked questions
How long does it actually take to close a foundation, and can the process be expedited?
The entire process takes between 4 and 6 months — from the dissolution resolution to removal from the KRS. Its duration is determined by the deadline for creditors, which runs from the date the notice is published in MSiG and cannot be shortened. The stages before and after that period can, however, be expedited: signatures can be collected in advance, the KRS application can be filed sooner, and the financial statements can be commissioned from the accountants ahead of time.
Who adopts the resolution to dissolve the foundation — the council, the management board, or both bodies?
The Foundation Act does not specify which body decides on dissolution. This is determined exclusively by the articles of association. There are three common arrangements: a council resolution, a management board resolution, or a council resolution adopted at the request of the management board. The third is the most common and also the most troublesome because it requires two documents and the signatures of all management board members on the request.
Can I be the liquidator if I sit on the foundation council?
The liquidator is a role separate from the management board. A prohibition in the articles of association against simultaneously serving on the council and management board does not automatically apply to the liquidator — unless the articles define the prohibition more broadly or equate the liquidator with the management body. There is no settled case law on this issue, so the wording of the specific articles of association is decisive. Before making the appointment, it is worth reviewing the provisions and assessing the risk of the registry court challenging it.
What happens to the foundation’s assets after liquidation — can they revert to the founder?
No. Assets remaining after creditors have been satisfied must be used for the purposes specified in the articles of association — never for the benefit of the founder or members of the governing bodies (Article 15(4) of the Foundation Act). If the articles of association do not specify how the assets are to be used, the court determines their fate, taking into account the purposes served by the foundation. This is one of the fundamental differences from the liquidation of a limited liability company, where the assets are distributed among the shareholders.
Is registering the liquidation in the KRS sufficient, or must a notice also be published in MSiG?
Registration in the KRS and publication of a notice in MSiG are two separate steps. The KRS entry records the opening of liquidation and the liquidator’s details. The MSiG notice calls on creditors to file their claims — and the deadline that determines the duration of the entire process only begins on the publication date. Failing to account for the notice when planning is the most common reason for the timeline being delayed.
Who keeps the employee and accounting records after the foundation is removed from the register?
The liquidator designates a custodian before removal from the register. Employee records must generally be retained for 10 years (Article 94(9b) of the Labour Code), and the custodian should be a professional entity. Accounting records must be retained for at least 5 years in the case of accounting books, while approved financial statements must be retained permanently (Article 76 of the Accounting Act). The liquidator reports the place of storage to the registry court. Records must not be left without a formally designated custodian — once the foundation has been removed from the register, there will no longer be anyone to ask about them.
