Liquidation of a Limited Liability Company. Why an Entry in the KRS Is Only Halfway to Closing the Business.

The client asked: “can you also help us publish the notice to creditors in MSiG?” — two weeks after the application to register the opening of liquidation had been submitted to the court. He was convinced that the hardest part was behind him. In fact, he had not yet started either of the two time limits that determine when the company will actually cease to exist.

This is a common scenario. Shareholders and management boards treat the registration of the opening of liquidation in the National Court Register (KRS) as the final step. But it is only a prerequisite. Without a separate, paid announcement in the Court and Commercial Gazette, neither the 3-month deadline for creditors nor the 6-month prohibition on distributing assets begins to run. The company remains “stuck” in the register, generating accounting and reporting costs, while you cannot proceed with the distribution or apply to have the company struck off.

In this article, I will guide you through the full sequence of steps — from the business decision to close the company to the moment when the two clocks start ticking. I will show you where the process tends to break down, how much it costs in terms of weeks and zlotys, and what to do to avoid postponing the closure of your business for another few months.

Key concepts before you begin

Before we move on to the individual steps, it is worth clarifying several terms that will appear throughout the article.

What to do before visiting the notary

Most problems in the liquidation of a limited liability company do not arise at the resolution stage. They arise earlier — because someone failed to review the articles of association, determine who would be the liquidator, or obtain the original power of attorney.

Review the articles of association

Before making an appointment with the notary, open the articles of association and check three things:

1. Voting majority — a resolution to dissolve the company requires at least a 2/3 majority of votes (Article 246 § 1 k.s.h.), but the articles may impose stricter requirements. If they require unanimity and one shareholder cannot attend, the entire schedule will be delayed.
2. Identity of the liquidator — the articles may specify in advance who is to act as liquidator. If they do not, you must decide this before the notarial deed is executed, because the resolution appointing the liquidator is adopted in the same notarial record as the resolution to dissolve the company.
3. Custodian of documents — the articles may designate the entity responsible for storing the books and documents after the liquidation has been completed (Article 288 § 3 k.s.h.). If they do not, this must be determined no later than before the application to strike the company off the register is filed.

Decide who will be the liquidator

This decision must be made before the notarial meeting, not afterwards. Why? Because the resolution appointing the liquidator is included in the same notarial deed. “We’ll decide later” means withdrawing the entire set of documents and scheduling another appointment with the notary.

In small companies, the existing president of the management board is most often appointed as liquidator — they know the state of the company’s affairs, have access to its documents and maintain relationships with contractors. Once the change is registered in the KRS, they cease to be the president but continue to manage the company — in a different capacity and using a different company name on documents.

Check the liquidator’s electronic signature

This minor detail can hold up the entire process for weeks. The announcement in MSiG must be electronically signed by the liquidator personally — using a qualified signature compliant with eIDAS or a trusted profile. An attorney-in-fact cannot sign the announcement on the liquidator’s behalf.

If the future liquidator does not have a qualified signature or trusted profile, arrange this before adopting the resolutions. Otherwise, after the change is registered in the KRS, you will be waiting for the signature to be activated instead of publishing the announcement.

Obtain the original power of attorney

If the shareholders do not appear before the notary in person, they need powers of attorney to vote. The notary requires the original — not a scan, copy or photo taken with a phone.

A tried-and-tested approach is for the shareholder to send a scan of the power of attorney so that its wording can be reviewed, and then deliver the original by courier. This allows you to catch any errors before the courier sets off. Plan this several days in advance.

Verify the terms of office of the signatories

Before anyone signs a power of attorney or application on the company’s behalf, check whether that person’s term of office is still valid. Article 18 § 2 k.s.h. provides that a final conviction for certain offences results in automatic removal from office — without dismissal, a resolution or an entry in the KRS. The Supreme Court confirmed this in judgment II CSK 323/18: the term of office expires when the judgment becomes final.

The consequence is that a power of attorney granted by a person whose term of office has expired is defective. A registration application based on such a power of attorney will be returned. The company is left without a governing body authorised to represent it.

30 seconds of verification can save the registration application and weeks in the schedule.

One notarial deed, three resolutions

The visit to the notary is the point at which the liquidation of a limited liability company formally begins. A single notarial record covers three separate resolutions:

1. Resolution to dissolve the company — requires a 2/3 majority of votes, unless the articles of association impose stricter requirements (Article 246 § 1 k.s.h., Article 270 point 2 k.s.h.).
2. Resolution to open liquidation — confirms the commencement of the liquidation procedure.
3. Resolution appointing the liquidator — identifies the person who will manage the company’s affairs in place of the management board from that moment onwards.

The form of a notarial record is strictly required. A resolution to dissolve the company cannot be adopted by email, in an ordinary document signed by the shareholders, or by circulation without the participation of a notary.

What changes from the date of the resolution

Liquidation is opened on the date the resolution is adopted — not on the date it is registered in the KRS. From that date:

1. The company uses its business name with the words “in liquidation” added (Article 274 § 2 k.s.h.) — on agreements, invoices, correspondence, email footers and signatures.
2. Commercial powers of attorney expire by operation of law (Article 277 § 2 k.s.h.) — persons who previously signed agreements as commercial proxies lose their authority without a separate decision.
3. The liquidator replaces the management board — their task is to conclude ongoing business, collect receivables, discharge liabilities and liquidate the company’s assets (Article 282 § 1 k.s.h.).
4. No profits may be paid to shareholders and no assets may be distributed before the company’s liabilities have been settled (Article 275 § 2 k.s.h.).

The notarial fee for recording a meeting of shareholders of a limited liability company is a maximum of PLN 750 net plus VAT (as at the second half of 2026 — this rate will change on 13 October 2026, when it will increase to PLN 900; verify the current rate before visiting the notary).

Application to the KRS — what to prepare and how much it costs

After the notarial deed has been executed, you submit an application to register the opening of liquidation in the KRS through the Court Registers Portal. The application should be filed without delay — the statutory guideline is 7 days from the date liquidation is opened.

Documents required for the application

Deficiencies in the documentation — such as the absence of the liquidator’s consent, illegible proof of payment, or providing a scan of the power of attorney instead of the original to the notary — result in requests to remedy the deficiencies and delays of several weeks.

What changes in the register

A single application to amend the company’s details in the KRS results in four separate registration operations:

1. Section 1 — deletion of the existing business name and registration of the same name with the words “in liquidation” added.
2. Section 2 — deletion of the “management board” governing body, the rules of representation and the management board member’s details.
3. Section 6 — registration of the opening of liquidation, the liquidator’s details and the rules of representation (e.g. “the liquidator is authorised to represent the company individually”).
4. Section 6 — a separate entry recording the circumstance of “dissolution”.

After receiving the court order, check whether the entry covers all four operations. If any of them has been omitted, a correction will be required.

How long it takes to process the application

Article 20a(1) of the National Court Register Act provides for a guideline period of 7 days from receipt of the application. In cases requiring the participants to be heard — no later than one month (Article 20a(4)).

There are no nationwide statistics on average processing times. In one of the cases we handled, the period from filing the application to the order registering the change was approximately 3 weeks — but this was an individual case, not a market average.

Announcement in MSiG — a separate step that starts two clocks

This is where we come to the part that most guides fail to mention. Registration in the KRS does not start any liquidation-related time limit. Only publication of the announcement in the Court and Commercial Gazette does so.

Why the announcement is mandatory

Article 279 k.s.h. requires the liquidator to announce the dissolution of the company and the opening of liquidation, while calling on creditors to submit their claims within 3 months. The announcement is published in MSiG (Article 5 § 3 k.s.h.).

Publication starts two independent time limits:

Without the announcement, neither of these periods begins to run. An application to strike the company off the register filed before they have expired is premature.

What a correct announcement looks like

A model announcement contains only what is required by law — nothing more. Every character costs money, as the fee is calculated per character.

Structure:

1. Heading stating the type of announcement and the company’s name including the liquidation wording.
2. A statement that the announcement is made by the liquidator.
3. Full identification of the company (registered office, address, KRS number).
4. Description of the event: the date and body involved, the form of the notarial deed with the repertory number, and the subject matter of the resolution.
5. Call for creditors to submit claims within 3 months, together with the address for submissions.
6. Liquidator’s signature and title.

In one case, an announcement consisting of 766 characters cost PLN 536.20 at a rate of PLN 0.70 per character. Every unnecessary paragraph copied from an online template is a real expense. Count the characters before submitting it.

Who signs and who submits

The publication application may be submitted by an attorney-in-fact. However, the file containing the announcement must be electronically signed by the liquidator personally — using a qualified signature or trusted profile. The company pays the publication fee directly into the account of the MSiG editorial office operated by the Ministry of Justice. Proof of payment is attached to the application.

What to enter in your calendar

After the announcement has been published, enter two dates:

1. Publication date + 3 months — end of the period for creditors to submit claims.
2. Publication date + 6 months — earliest possible date for distributing the assets.

Every week of delay in publication means another week of maintaining the company, its accounting and reporting obligations.

Obligations outside the Commercial Companies Code

Opening liquidation creates obligations that you will not find in Articles 270–290 k.s.h. Failure to comply with any of them may result in administrative penalties or bring the process to a halt.

A company in liquidation is not exempt from the obligation to update the CRBR. A fine of up to PLN 50,000 is imposed by administrative decision. It is worth noting that not all registration obligations under the AML Act are subject to the same penalties — for example, failure to update information in the register of activities for companies or trusts is not subject to an administrative penalty. But failure to update the CRBR is.

Assign each of these obligations to a specific person within the company: who will update the CRBR, who will submit NIP-8, and who will commission the opening balance sheet. If no one owns the task, it will not be completed.

Creditors — what happens after the announcement

Once the announcement has been published in MSiG, the period for collecting creditors’ claims begins. This is not a formality — it is an obligation whose breach exposes the liquidator and shareholders to liability.

Three categories of creditors

1. Creditors who submitted claims on time — their claims must be settled before the assets are distributed.
2. Creditors with disputed, unmatured or unsubmitted claims — the amounts required to cover their claims must be deposited with the court (Article 285 k.s.h.).
3. Creditors who did not submit their claims and were not known to the company — they may seek satisfaction from assets that have not yet been distributed (Article 287 § 2 k.s.h.).

What this means for the liquidator

Distributing assets before the expiry of 6 months from publication breaches Article 286 § 1 k.s.h. and exposes both the liquidator and the shareholders to creditors’ claims. Therefore, identify all creditors before publishing the announcement and plan to make a court deposit for disputed or unmatured claims.

Liability does not end with the liquidator. Article 299 k.s.h. provides that if enforcement against the company’s assets proves ineffective, the members of the management board are jointly and severally liable for the company’s obligations — with all their personal assets. A liquidator who previously served as president of the management board may be liable for obligations incurred during their time on the management board.

Is liquidation the only option?

Not always. If you are restructuring a corporate group and the redundant company has assets, contracts or employees, consider an alternative.

A merger by acquisition eliminates the liquidation and asset distribution stages. However, it requires a separate corporate procedure — a merger plan, resolutions, an auditor’s review in certain cases, and registration entries.

Watch out for acquired companies that remain “stuck” in the KRS

The acquired company ceases to exist on the date the merger is registered (Article 493 § 2 k.s.h.), and it is struck off the register ex officio (Article 493 § 5 k.s.h.). The case law of the Regional Court in Łódź (III Ca 1480/17) confirmed that striking off is formal and declaratory — legal existence is lost earlier.

The problem: in one of the cases we handled, two acquired companies were still listed in the KRS months after the merger. The court ordered one of them to appoint a liquidator — treating it as an operating entity. The solution was to submit a letter to the court on behalf of the acquiring company, framed as notice of the failure to perform an ex officio action, citing Article 493 § 5 k.s.h.

Checklist — liquidation of a limited liability company step by step

The table below lists all the steps in chronological order. Print it out and assign owners and deadlines.

How much it costs to open liquidation — fee breakdown

Fee rates should be verified as at the date the application is filed. The PLN 100 fee for announcing a change to a KRS entry was abolished on 29 November 2025 — do not include it in your calculations.

The real cost, however, lies not in the fees but in the time involved. The minimum period of 6 months from the date of publication to the distribution of assets means 6 months of maintaining the company, its accounting and its reporting obligations. Delaying publication of the announcement by one month means an additional month of fixed costs.

Closing a limited liability company — legal support at every stage

The liquidation of a limited liability company is a chain of steps, each of which is a prerequisite for the next. Omitting a single link — the MSiG announcement, the liquidator’s consent or the CRBR update — can hold up the entire process for weeks or months.

We handle liquidations in two stages:

1. Opening stage — resolutions, notarial meeting, appointment of the liquidator, KRS application, announcement and notice to creditors in MSiG.
2. Completion stage — final resolutions, distribution of assets, custodian of documents and application to strike the company off the register.

External costs (court, notarial, MSiG, stamp duty and accounting costs) are expressly excluded from our fees and settled separately — so you know exactly what you are paying for.

If you are restructuring a corporate group following mergers, we also offer a register audit: whether the acquired companies have been struck off, whether the terms of office of the persons representing them remain valid, and whether the CRBR reflects the actual circumstances.

Need assistance with closing a company or restructuring your group? Contact us.

Frequently asked questions

How long does it actually take to close a limited liability company if it has no debts? A minimum of 6 months from the date of publication in MSiG — this is the statutory prohibition period for distributing assets (Article 286 § 1 k.s.h.). In addition, allow time to prepare the resolutions, register the change in the KRS (the statutory guideline is 7 days, but in practice it can take from several days to a month), publish the announcement, prepare the financial statements and submit the application to strike the company off. With efficient document circulation, the entire process takes approximately 8–10 months. It cannot be completed in two months.

Does registration of the opening of liquidation in the KRS complete the formalities? No. The KRS entry is declaratory — it confirms a legal situation that arose on the date of the resolution. After registration, you must still publish an announcement in MSiG calling on creditors to submit their claims, update the CRBR, submit NIP-8, notify the tax office, prepare the opening liquidation balance sheet and change the company name in business dealings (agreements, invoices and systems). Only publication in MSiG starts the two time limits that determine when the liquidation can be completed.

Who signs the MSiG announcement — the liquidator or the attorney-in-fact? The file containing the announcement must be electronically signed by the liquidator personally — using a qualified signature compliant with eIDAS or a trusted profile. The publication application may be submitted by an attorney-in-fact, but they cannot sign the announcement on the liquidator’s behalf. If the liquidator does not have an electronic signature, publication is blocked and the entire schedule comes to a halt.

As president of the management board, do I automatically become the liquidator? Yes — but only if the articles of association or a shareholders’ resolution do not provide otherwise (Article 276 § 1 k.s.h.). If the articles designate another person or the shareholders adopt a resolution appointing someone else, you do not become the liquidator by operation of law. Therefore, review the articles of association and decide who will be the liquidator before visiting the notary.

What happens if a creditor we did not know about comes forward after the assets have been distributed? Creditors who did not submit their claims on time and were not known to the company may seek satisfaction from assets that have not yet been distributed (Article 287 § 2 k.s.h.). Therefore, amounts intended to cover disputed or unmatured claims, or claims belonging to creditors who did not come forward, must be deposited with the court (Article 285 k.s.h.). The risk of claims extends beyond the formal completion of the process.

What penalties apply if the CRBR is not updated when liquidation is opened? A fine of up to PLN 50,000 imposed by administrative decision (Article 153(1) of the AML Act as worded in 2025). The update deadline is 7 business days from the opening of liquidation. The voluntary disclosure procedure does not apply (Ministry of Finance Notice No. 9). A company in liquidation is not exempt from this obligation.