A foundation’s management board and council agree that it should close. It has no assets, and no creditors are expected. That may sound like a process that can be finished in a month. In practice, liquidation typically takes 4–6 months.
The date to plan around is not the date of the dissolution resolution. It is the date the notice to creditors is published in Monitor Sądowy i Gospodarczy (MSiG), Poland’s official court and commercial gazette. The period for creditors runs from publication. Resolutions, registry filings and financial reports can be prepared efficiently, but they must be handled in the right order.
This guide sets out the six stages, three common bottlenecks, obligations outside the registration process, and a checklist to use before adopting a dissolution resolution.
Scope: This article concerns foundations governed by Poland’s Act of 6 April 1984 on Foundations. It does not concern a family foundation. Family foundations are governed by the separate Act of 26 January 2023 on Family Foundations, with their own grounds for dissolution, register and statutory one-month period for creditors to submit claims under Article 96. The two procedures must not be treated as interchangeable.
The Polish terms that shape the process
- Liquidator (likwidator): This is a separate role, beginning when liquidation opens and ending when it is completed. The liquidator is not, by virtue of that role, a member of the foundation’s management board. The position carries its own duties and responsibilities.
- MSiG (Monitor Sądowy i Gospodarczy): The official gazette used for legally required notices, including the call for creditors to submit claims. Publishing a notice is a separate, applicant-funded step; it is not accomplished by registering liquidation.
- KRS (Krajowy Rejestr Sądowy, National Court Register): The public register in which the foundation is entered. The opening of liquidation and the liquidator’s details must be reported within 7 days of the resolution under Article 22 of the KRS Act.
- CRBR (Centralny Rejestr Beneficjentów Rzeczywistych): Poland’s Central Register of Beneficial Owners, which records information about people exercising control over an entity. Appointing a liquidator changes the group of people whose details must be reported.
- Foundation statute (statut): The foundation’s governing document. The Act on Foundations provides a framework, but the statute determines who resolves to dissolve the foundation, who appoints the liquidator and what happens to assets left after creditors have been satisfied.
Six stages of liquidating a Polish foundation
Work backward from the planned MSiG publication date, rather than building the schedule around the date of the resolution.
Stage 1: Resolve to dissolve the foundation and appoint a liquidator
The Act on Foundations does not identify which foundation body must adopt the dissolution resolution. That question is governed by the statute (Articles 5(1) and 15 of the Act).
| Arrangement in the statute | Who decides | Practical issue |
|---|---|---|
| Council resolution | The foundation council acts alone | The simplest arrangement: one document is required. |
| Management board resolution | The management board acts alone | Less common, but operationally straightforward. |
| Council resolution on the management board’s request | The council acts after a formal board request | The most common and often the most difficult arrangement: two documents are needed, and every board member must sign the request. |
Appoint the liquidator at this stage. Unlike the position described below for a Polish limited liability company, a foundation’s board members do not automatically become liquidators by operation of law. The statute may also limit who can be appointed.
Stage 2: Register the opening of liquidation in the KRS
File for registration of the opening of liquidation and the liquidator’s details within 7 days of the resolution. The filing includes:
- The dissolution resolution and, if the statute requires it, the management board’s request.
- The liquidator’s declaration consenting to the appointment.
- The KRS form.
From the date of the KRS entry, use the foundation’s name with the Polish designation “w likwidacji” (“in liquidation”) across its invoices, contracts, correspondence, website, email signatures and register profiles.
The stated court fee is PLN 150 for a foundation that does not conduct business activity, or PLN 250 for one entered in the register of entrepreneurs, under the Act on Court Costs in Civil Cases.
Stage 3: Publish a notice to creditors in MSiG
The MSiG notice is not part of the KRS entry. The liquidator signs and submits two documents:
- The notice calling on creditors to submit claims within the specified period.
- The MSiG-M1 notice submission form.
According to the current instructions for the MSiG electronic system, either a qualified electronic signature or a trusted signature using a Polish profil zaufany is accepted.
The publication fee is calculated per character. Keep the notice focused: a long account of the foundation’s history or aims adds cost without adding legal value. The unit rate is set under the linked Minister of Justice regulation of 15 April 2014; check the current amount before submitting the notice.
The creditors’ period starts on the actual date of publication in MSiG, not on the date liquidation is entered in the KRS. Treat publication as day zero for the remaining schedule.
Stage 4: Carry out the liquidation work
While the period for creditors is running, the liquidator:
- Concludes the foundation’s ongoing affairs.
- Collects amounts owed to it.
- Pays its liabilities.
- Terminates continuing arrangements, such as premises leases, accounting services, telecommunications, domain names and hosting.
- Resolves employment matters.
Assets remaining after creditors have been satisfied must be applied to the purposes stated in the foundation statute—never for the benefit of the founder or members of the foundation’s bodies (Article 15(4) of the Act on Foundations). If the statute does not address the remaining assets, a court decides their destination in light of the purposes the foundation served. This is a court process, not an administrative decision.
Stage 5: Prepare the financial statements and liquidation report
The accounting books are closed as of the date liquidation is completed—no earlier than the day after the creditors’ period expires. The foundation’s accountants, not its lawyers, prepare financial statements as of that date.
Arrange the accounting work while the creditors’ period is still running. Waiting until the period ends to commission the statements can add weeks to the final stage.
Stage 6: Apply for removal from the KRS
After the liquidation report is approved, apply to remove the foundation from the KRS under Article 46 of the KRS Act. Attach:
- The liquidation report.
- The resolution approving it.
- A statement confirming the allocation of remaining assets in accordance with the statute.
- Financial statements as of the completion date of liquidation.
The stated removal fee is PLN 300, whether or not the foundation conducted business activity (Act on Court Costs in Civil Cases, Article 54(2)). The foundation ceases to exist when it is removed from the register.
Three bottlenecks that can delay liquidation
1. The statute requires signatures that are hard to obtain
Where the statute calls for a council resolution on the management board’s request, all board members must sign that request. Some may no longer take part in the foundation’s work, be difficult to reach or be reluctant to sign.
Make contact with inactive board members at the start of the project. Prepare both a minimal set of documents—the council resolution alone, if the statute permits that approach—and a full set including the board’s request. The source’s practical approach is to file the permitted minimal version and retain the full version in case the registry court asks for it, rather than delay filing to collect difficult signatures “just in case.”
2. The proposed liquidator also sits on the council
In a foundation with small governing bodies, a council member may be the obvious liquidator. The statute may, however, prohibit a person from serving on both the council and the management board.
A liquidator is a distinct role, not a management board member. A prohibition on combining council and board membership therefore does not automatically cover the liquidator—unless the particular statute treats the liquidator as functionally equivalent to the managing body or states a broader prohibition.
There is no settled case law on this point. Review the exact wording of the foundation’s statute and assess the risk that the registry court will challenge the appointment. If the court does challenge it, changing the liquidator does not reset the creditors’ period: that period runs from MSiG publication, not the KRS entry.
3. Duties outside the foundation-registration process are missed
Opening liquidation brings obligations under other legal regimes, including beneficial-ownership reporting, tax, social insurance, employment and record retention. Missing one can hold up completion or expose the liquidator to personal liability.
Obligations beyond the KRS filing
| Obligation | Timing | Source and responsibility |
|---|---|---|
| Update the CRBR filing after appointing the liquidator | 14 days from the change; if effectiveness requires a KRS entry, 14 days from that entry | Article 60(1) of the AML Act: CRBR reporting guidance; see also the firm’s AML procedures guide. The liquidator signs and is responsible for the filing. The stated penalty for breach is up to PLN 1,000,000 (Article 153(1) of the AML Act). |
| Update information with the tax office (urząd skarbowy, or US) and Social Insurance Institution (Zakład Ubezpieczeń Społecznych, or ZUS) | Deadlines follow the applicable tax and social insurance rules | The liquidator is responsible under the separate applicable regimes. |
| Notify the minister responsible for the foundation’s purposes and the starosta (local district authority) | No single statutory deadline; a deadline may follow from the statute, a court decision or a supervisory authority’s request | Article 13(1) of the Act on Foundations and the foundation statute; the liquidator is responsible. |
| Continue reporting to supervisory authorities | Until liquidation is complete; opening liquidation does not end the reporting duty | Article 12 of the Act on Foundations; the liquidator is responsible. |
| Designate a custodian for employee records | Before removal from the register | Article 94 point 9b of the Labor Code; the general retention period stated is 10 years. The liquidator is responsible. |
| Designate a custodian for accounting records and report the storage location to the registry court | Before removal from the register | Article 76(1)(2) of the Accounting Act; accounting books are kept for at least 5 years, and approved financial statements permanently. The liquidator is responsible. |
| Close bank accounts | Only after all liabilities are settled, never before | The liquidator is responsible. |
Do not leave records without a formally designated custodian. Document the handover through a resolution or liquidator’s decision, an agreement with the custodian, a handover record and confirmation of relevant notifications. Employee records should go to a professional provider authorized to hold them. For accounting records, the Accounting Act permits a designated person or entity.
How foundation liquidation differs from liquidating a Polish limited liability company
Experience with closing a Polish spółka z ograniczoną odpowiedzialnością (sp. z o.o.) is useful, but its process should not be applied wholesale to a foundation.
| Issue | Polish sp. z o.o. | Foundation |
|---|---|---|
| Source of the procedure | Detailed rules in the Commercial Companies Code | The foundation statute governs the procedure; the Act on Foundations supplies a framework. |
| Decision-maker and resolution | Shareholders’ meeting; resolution in the form of a notarial deed | The body named in the statute—the council, board or both; an ordinary resolution, without a notarial deed. |
| Liquidator by operation of law | Board members become liquidators unless the company agreement or a resolution provides otherwise. | No automatic appointment; a liquidator must be appointed, subject to any limits in the statute. |
| Remaining assets | Distributed among shareholders in proportion to their shares. | Applied to the purposes stated in the statute, never for the benefit of the founder or members of the foundation’s bodies (Article 15(4) of the Act on Foundations). |
| External supervision | No administrative supervision of the liquidation process. | The minister responsible for the foundation’s purposes and the starosta have supervisory roles; reporting continues until liquidation ends. |
For a further Polish comparison, liquidation of a simple joint-stock company (prosta spółka akcyjna, or PSA) calls for one notice and a three-month period for creditors to file claims; a traditional joint-stock company calls for two notices and a six-month period. For a foundation, the period for submitting claims is not set by the Act on Foundations: it is determined by the foundation statute, the liquidation resolution or the notice.
Checklist before adopting a dissolution resolution
Answer these questions before convening the meeting:
| No. | Question | Where to check |
|---|---|---|
| 1 | Which body must resolve to dissolve the foundation: the council, the board or both? | Foundation statute |
| 2 | Who appoints the liquidator, and does the statute restrict candidates? | Foundation statute |
| 3 | Where must assets remaining after creditors are paid go? | Foundation statute; if it is silent, the court decides under Article 15(4) |
| 4 | Whose signatures are required, and are those people available? | Statute and current membership of the governing bodies |
| 5 | May the proposed liquidator hold another role in the foundation? | Exact scope of any incompatibility rule in the statute |
| 6 | Is the foundation reported to the CRBR, and who will update the filing? | CRBR system and guidance |
| 7 | Who will keep the employee and accounting records? | Arrangements with records custodians |
| 8 | Which continuing contracts need to be terminated? | Foundation’s contract register |
| 9 | Are the accountants ready to prepare statements as of the completion date of liquidation? | Foundation’s accounting team |
| 10 | How will the MSiG publication fee be paid? | Arrangement with the law firm or adviser |
How we can help
Closing a foundation requires coordination across registration, tax, employment, AML and CRBR reporting, supervision and record retention. We can help by:
- Reviewing the foundation statute: In 2–3 days, identifying the required signatories, assessing the proposed liquidator and determining which documents to file with the court.
- Building the schedule: Working backward from the intended MSiG publication date, with a target KRS removal date and a list of duties outside the register.
- Preparing documents: Resolutions, KRS applications, the MSiG notice, CRBR filings and notifications to supervisory authorities.
- Coordinating with the accountants: Agreeing when the books will close and when the financial statements will be prepared.
- Supporting the final removal: Preparing closing documents and the KRS application, and checking that remaining assets are allocated under the statute.
If you are planning to close a foundation, contact us before adopting the resolution. Reviewing the statute and preparing a schedule takes 2–3 business days.
Frequently asked questions
Can a foundation be closed in less than 4–6 months?
The process described here generally takes 4–6 months, from the dissolution resolution to removal from the KRS. The creditors’ period begins on MSiG publication and cannot be shortened as a scheduling exercise. You can avoid additional delay by obtaining signatures early, filing promptly and arranging the financial statements before that period ends.
Who decides to dissolve the foundation?
The foundation statute, not the Act on Foundations, identifies the decision-making body. Common arrangements are a council resolution, a board resolution, or a council resolution following a formal board request. The last arrangement requires two documents and all board members’ signatures on the request.
Can a foundation council member serve as liquidator?
A liquidator is not a management board member, so a prohibition on simultaneously serving on the council and board does not automatically prevent it. The result depends on the wording of the particular statute, including whether it imposes a broader restriction. There is no settled case law on the point; assess the risk of a registry-court challenge before appointment.
Can remaining assets go back to the founder?
No. After creditors have been satisfied, remaining assets go toward the purposes specified in the statute, not to the founder or members of the foundation’s bodies (Article 15(4) of the Act on Foundations). If the statute is silent, the court decides, taking account of the foundation’s purposes.
Is the KRS entry enough, or is an MSiG notice also needed?
Both are separate steps. The KRS entry records the opening of liquidation and the liquidator’s details. The MSiG notice calls on creditors to submit claims, and its publication date starts the creditors’ period. Leaving publication out of the initial schedule is a common cause of delay.
Who keeps the records after removal from the KRS?
The liquidator designates custodians before removal. Employee records are generally retained for 10 years under Article 94 point 9b of the Labor Code, and should be held by an authorized professional provider. Accounting books are kept for at least 5 years, while approved financial statements are kept permanently under Article 76 of the Accounting Act. The liquidator reports the storage location to the registry court.
