First of all it should be indicated what causes the dissolution of the limited liability company. These are:
- reasons provided for in the partnership agreement;
- a resolution of the partners to dissolve the company or to transfer the company’s registered office abroad, confirmed by a protocol drawn up by a notary;
- in the case of a company whose agreement was concluded using a standard agreement, also a resolution of the partners on the dissolution of the company signed by all partners with a qualified electronic signature or a trusted signature;
- declaration of bankruptcy of the company;
- other reasons provided for by law.
Persons authorized to liquidate a limited liability company are liquidators. Only a natural person with full legal capacity who has not been convicted by a final judgment for crimes specified in the provisions of Chapters XXXIII-XXXVII of the Penal Code and in Art. 585, 587, 590 and 591 of the Act may be a liquidator. The prohibition expires after the fifth year from the date on which the conviction becomes final unless the conviction has been expunged earlier. The liquidators are members of the management board, unless the company agreement or a shareholders’ resolution provide otherwise. The method of representing the company in liquidation is specified in the company’s articles of association, shareholders’ resolution or court decision.
The opening of liquidation, the names and surnames of the liquidators and their addresses, the method of representing the company by the liquidators and any changes in this respect, even if nothing has changed in the current representation of the company, must be reported to the registry court. Each liquidator has the right and obligation to submit a notification. Registration of liquidators appointed by the court and deletion of liquidators dismissed by the court takes place ex officio.
