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Changes and liquidations in the KRS

We report all changes in the KRS made in the company and ensure professional, reliable and effective completion of the entire procedure connected with liquidation of capital companies and partnerships, which includes concluding business affairs of the company, debt recovery and liquidation of assets.

Liquidation of capital companies and partnerships is a complex process. Thanks to entrusting it to our firm a team of best consultants will work to ensure that the process is carried out smoothly and correctly.

Changes in the KRS which we report include:

  • change of the Management Board Members,
  • change of the business name,
  • change of the registered address of the company,
  • change of the registered office of the company,
  • change of a Shareholder,
  • appointment of a Proxy,
  • sale of shares in the company,
  • submission of the financial statements,
  • amendment to the articles of association,
  • change of the object of the company (PKD).


Liquidation of capital companies

We conduct the process of liquidation of capital companies due to reasons listed in the Commercial Companies Code, including:

  • for reasons provided in the articles of association,
  • due to bankruptcy of the company,
  • as a result of company dissolution by a shareholders’ resolution,
  • due to the relocation of the registered office of the company abroad confirmed by a notarial deed,
  • other reasons consistent with legal regulations.


Stages of the process

The moment of liquidation procedure commencement depends on the cause of company dissolution and includes:

  • drawing up a draft resolution,
  • signing the notarial deed,
  • preparation of the required liquidation balance sheet,
  • filing applications with the KRS for placing the company in liquidation,
  • preparation of the announcement in MSiG.


Liquidation opening balance sheet

After the above-mentioned formalities have been attended to the liquidators draw up a balance sheet as at the opening of liquidation within 15 days from the date of the occurrence of the events which caused the opening of liquidation, but no later than within three months from that date. The balance sheet as at the opening of liquidation is then submitted by the liquidators to the general meeting for approval. If the liquidation procedure exceeds one year, the liquidators shall submit to the general meeting a report on their activities and the financial statements after the end of each financial year.

Financial statements

Prior to filing a complete set of documents with the competent authorities for the purpose of deleting the company from the KRS, ZUS, Inland Revenue Office and REGON, it is necessary to draw up the financial statements of the company. The financial statements shall be drawn up as at the day preceding the distribution of assets. Assets remaining after satisfying or securing the creditors shall be distributed among the shareholders in proportion to their shares (this distribution may not take place earlier than before the end of six months of the date of the announcement of the opening of the liquidation and summoning the creditors).

Liquidation of a capital company becoming valid

The company ceases to exist upon the decision ordering its deletion from the register of entrepreneurs becoming valid. The books of account of the dissolved company should be stored by a person indicated in the articles of association or a resolution of the shareholders, and in its absence by a person designated by the registry court.

Liquidation of partnerships

We liquidate partnerships for reasons listed in Article 58 of the Commercial Companies Code, including:

  • for reasons provided in the articles of association,
  • as a result of a unanimous resolution of all partners on partnership dissolution,
  • declaration of bankruptcy of the partnership,
  • the death of the partner or declaration of his bankruptcy,
  • termination of the articles of association by a partner or a creditor of a partner ,
  • a final and non-appealable court judgement…

… or if the partners have agreed to end the activity of the partnership in another way.

Stages of the process

Resolution on partnership liquidation

The partnership should be dissolved by a unanimous resolution of all the partners, unless the articles of association provide otherwise. The liquidators are all the partners, but they may appoint only some of the partners as liquidators, as well as other persons.

Filing of liquidation in register

The liquidators have the right and obligation to report the registry court: the opening of the liquidation, the surnames and names of the liquidators and their addresses, the manner of representation of the partnership by the liquidators. The opening of the liquidation process is also reflected in the business name of the firm, since the words “w likwidacji” (“in liquidation”) are added to it.

Liquidation balance sheet

A balance sheet as at the date of the opening of the liquidation procedure shall be drawn up by the liquidators. The liquidators shall close the current business of the partnership, collect the receivables, perform the obligations and liquidate the assets of the partnership.

If the liquidation takes more than one year, the financial statements shall be drawn up as at the end of each financial year.

Liquidation of a partnership becoming valid

The partnership ceases to exist as of its deletion from the register of entrepreneurs. The books of account of the dissolved partnership shall be deposited with the partner or with a third party for a period not shorter than five years.

If you want the liquidation process to be conducted effectively by qualified and experienced consultants – please contact us.