{"id":4933,"date":"2026-11-06T12:35:20","date_gmt":"2026-11-06T12:35:20","guid":{"rendered":"https:\/\/sawaryn.com\/?p=4933"},"modified":"2026-11-06T12:42:20","modified_gmt":"2026-11-06T12:42:20","slug":"liquidation-limited-liability-company-krs-msig-notice","status":"publish","type":"post","link":"https:\/\/sawaryn.com\/en\/publikacje\/liquidation-limited-liability-company-krs-msig-notice\/","title":{"rendered":"Liquidation of a Limited Liability Company. Why an Entry in the KRS Is Only Halfway to Closing the Business."},"content":{"rendered":"

The client asked: \u201ccan you also help us publish the notice to creditors in MSiG?” \u2014 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.<\/p>\n

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 \u201cstuck” in the register, generating accounting and reporting costs, while you cannot proceed with the distribution or apply to have the company struck off.<\/p>\n

In this article, I will guide you through the full sequence of steps \u2014 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<\/a> for another few months.<\/p>\n

Key concepts before you begin<\/h2>\n

Before we move on to the individual steps, it is worth clarifying several terms that will appear throughout the article.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
Term<\/th>\nMeaning<\/th>\n<\/tr>\n<\/thead>\n
Liquidation of a limited liability company<\/strong><\/td>\nA formal procedure aimed at terminating the company\u2019s operations, settling its liabilities and distributing its assets among the shareholders. It is governed by Articles 270\u2013290 of the Commercial Companies Code (hereinafter: k.s.h.).<\/td>\n<\/tr>\n
Opening of liquidation<\/strong><\/td>\nThe moment when the shareholders adopt a resolution to dissolve the company \u2014 not the date of registration in the KRS. The entry is declaratory, meaning that it confirms a legal situation that has already arisen (Article 274 \u00a7 1 k.s.h.).<\/td>\n<\/tr>\n
Liquidator<\/strong><\/td>\nThe person who manages the company\u2019s affairs after liquidation has been opened. The liquidator replaces the management board. This is most often the existing president of the management board, unless the articles of association or a resolution provide otherwise (Article 276 \u00a7 1 k.s.h.).<\/td>\n<\/tr>\n
MSiG<\/strong><\/td>\nThe Court and Commercial Gazette \u2014 the official publication of the Ministry of Justice in which, among other things, notices to creditors in liquidation proceedings are published.<\/td>\n<\/tr>\n
3-month period<\/strong><\/td>\nThe period creditors have to submit their claims following publication of the announcement that liquidation has been opened in MSiG (Article 279 k.s.h.).<\/td>\n<\/tr>\n
6-month period<\/strong><\/td>\nThe period before the expiry of which the company\u2019s assets may not be distributed among its shareholders \u2014 calculated from the date of publication in MSiG (Article 286 \u00a7 1 k.s.h.).<\/td>\n<\/tr>\n
CRBR<\/strong><\/td>\nCentral Register of Beneficial Owners<\/a> \u2014 the register in which the company must update its details after liquidation has been opened.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

What to do before visiting the notary<\/h2>\n

Most problems in the liquidation of a limited liability company do not arise at the resolution stage. They arise earlier \u2014 because someone failed to review the articles of association, determine who would be the liquidator, or obtain the original power of attorney.<\/p>\n

Review the articles of association<\/h3>\n

Before making an appointment with the notary, open the articles of association and check three things:<\/p>\n

    \n
  1. Voting majority<\/strong> \u2014 a resolution to dissolve the company requires at least a 2\/3 majority of votes (Article 246 \u00a7 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.<\/li>\n
  2. Identity of the liquidator<\/strong> \u2014 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.<\/li>\n
  3. Custodian of documents<\/strong> \u2014 the articles may designate the entity responsible for storing the books and documents after the liquidation has been completed (Article 288 \u00a7 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.<\/li>\n<\/ol>\n

    Decide who will be the liquidator<\/h3>\n

    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. \u201cWe\u2019ll decide later” means withdrawing the entire set of documents and scheduling another appointment with the notary.<\/p>\n

    In small companies, the existing president of the management board is most often appointed as liquidator \u2014 they know the state of the company\u2019s 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 \u2014 in a different capacity and using a different company name on documents.<\/p>\n

    Check the liquidator\u2019s electronic signature<\/h3>\n

    This minor detail can hold up the entire process for weeks. The announcement in MSiG must be electronically signed by the liquidator personally \u2014 using a qualified signature compliant with eIDAS or a trusted profile. An attorney-in-fact cannot sign the announcement on the liquidator\u2019s behalf.<\/p>\n

    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.<\/p>\n

    Obtain the original power of attorney<\/h3>\n

    If the shareholders do not appear before the notary in person, they need powers of attorney to vote. The notary requires the original \u2014 not a scan, copy or photo taken with a phone.<\/p>\n

    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.<\/p>\n

    Verify the terms of office of the signatories<\/h3>\n

    Before anyone signs a power of attorney or application on the company\u2019s behalf, check whether that person\u2019s term of office is still valid. Article 18 \u00a7 2 k.s.h. provides that a final conviction for certain offences results in automatic removal from office \u2014 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.<\/p>\n

    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.<\/p>\n

    30 seconds of verification can save the registration application and weeks in the schedule.<\/p>\n