LW
Liquidation · M&A · share transfer

Wind-down and M&A

Sp. z o.o. liquidation or business sale (M&A) end-to-end

Closing a Sp. z o.o. is a formal process: opening liquidation, MSiG announcements, settling obligations, liquidation report, KRS deletion. Minimum 6 months between announcement and deletion. Alternative — selling the business (M&A) or transferring shares. We run both paths: liquidation when no buyer, M&A when there is — faster and tax-efficient.

Liquidation
6–9 months
KSH minimum
Share sale
2–4 weeks
at notary
Asset M&A
2–4 months
DD + sale
PIT on sale
19%
shareholder's gain

When to use what

Each path has different timelines, taxes, risks.

01 / 06

Liquidation — no buyer

Slowest (6–9 mo), most expensive, but clean closure.

02 / 06

Share sale — buyer found

100% share transfer. 2–4 weeks, 19% PIT on gain.

03 / 06

Asset M&A

Sale of selected assets without entity transfer.

04 / 06

Merger

Slip-sale into another Sp. z o.o. — tax exemptions.

05 / 06

Inheritance

Share inheritance on death of shareholder.

06 / 06

Pre-sale prep

Cleanup before M&A doubles sale price.

Liquidation steps

Share sale alternative is 2–4 weeks. Liquidation is 6+ months.

  1. 01

    Consultation

    30 min

    Liquidation vs share sale vs merger. Tax modeling.

  2. 02

    Shareholder resolution

    1 week

    Open liquidation, appoint liquidator, file with KRS.

  3. 03

    MSiG announcement

    7–14 days

    Creditor invitation in Polish business register. 100 PLN fee.

  4. 04

    Settling obligations

    2–6 months

    Liquidator sells assets, pays debts, terminates employees.

  5. 05

    Liquidation balance sheet

    1 month

    Opening and closing balances filed with KRS and tax office.

  6. 06

    Asset distribution

    6 months from MSiG

    Cannot happen earlier.

  7. 07

    KRS deletion

    1–3 months

    After distribution.

  8. 08

    Tax/ZUS closure

    1 month

    VAT cancellation, NIP closure. Payroll docs kept 50 years.

/ documents

What we need

Depends on path.

  • Current KRS extract01
  • Articles of association02
  • Annual financial statements (all years)03
  • Shareholder list with PESEL/passports04
  • Counterparty contracts05
  • Employment contracts06
  • Balance sheet and P&L on liquidation date07
  • Fixed asset inventory08
  • 12 months of bank statements09

Our fee

Liquidation — fixed. M&A — % of deal.

Consultation
Free
30 min · path selection
PopularShare sale
from 1,800 PLN
Notary + KRS
Liquidation
from 6,500 PLN
Full cycle 6+ months
Full M&A
from 15,000 PLN
DD + agreement + close

* Liquidation: + MSiG ~600 PLN, notary 1,200–2,500 PLN, KRS 350 PLN. M&A: + accounting DD 5,000–15,000 PLN.

Legal basis
  • §01KSH — Chapter 6, art. 270–290 (Sp. z o.o. liquidation)
  • §02Bankruptcy Law of 28 February 2003
  • §03PIT — art. 17 (share sale 19%)
  • §04VAT — art. 6 pt. 1 (going concern outside VAT)
  • §05Civil Code (sale of enterprise)
/ questions

Frequently asked

  • Not via liquidation — KSH requires 6 months for creditors. Alternatives: share sale (2–4 weeks), merger (3–4 months).

Related services

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/ Send request

Wind-down or sale

Free path selection. Share sale from 1,800 PLN, liquidation from 6,500 PLN.

Send request+48 506 55 07 21