According to the Polish Commercial Companies Code, a passenger company may be dissolved, among others, as a result of the unanimous resolution of all shareholders of the company.
(a) the winding-up of such a company (election of liquidators, drawing up financial statements on the day before the opening of the liquidation and the opening of the liquidation balance sheet, winding-up operations, liquidation report, liquidation report and report on the completion of the liquidation) or (b) make an appropriate choice of other means of termination of the company's activities (e.g.
by meeting all the required claims of the company, establishing the rules of liability of shareholders for other obligations after the company has been removed from the register and the division of the remaining assets of the company among the shareholders).
The shareholders may, in principle, determine any way to terminate the company's activities, but this method must be clearly defined in the minutes of the meeting of the shareholders during which the resolution to terminate the company was adopted.
Notwithstanding the option (a) or (b) above, prior to the deletion of the passenger company concerned from the register, the submission of the annual accounts for the last financial year should not be forgotten or, instead, the appropriate declaration of the absence of an obligation to draw up and submit annual accounts.
Many times, because it happens that after the company has been removed from the register of entrepreneurs, the company has forgotten to submit its financial statements to the Repository of Financial Documents for the last financial year.
The problem then arises: 1) whether there is still an obligation to submit such a report, 2) who should report and sign it, 3) where to submit such financial statements?
The relevant provisions of the Commercial Companies Code and the Accounting Act provide adequate interpretation of the above questions.
In the event that a personal company is removed from the register of economic operators who have not submitted their accounts for the last financial year before that moment, there is still an obligation to submit such accounts for such a deleted company. This is due to Article 69 the Accounting Act, which does not introduce an exception to such an obligation even in such a situation.
Since the company has been removed from the ergo register, it has lost its legal entity (its legal status has ceased), then such a report cannot be submitted by the ‘company’ or signed by, for example, one a partner in accordance with the rules of representation laid down in the former company.
The obligations (obligations) of the company arising before its removal and which still existed after that moment are jointly and severally borne by the shareholders of the company (other determination of the rules of liability of the shareholders in the resolution of the company is not relevant here and is merely of an internal nature – between the shareholders).
Such obligations include the one mentioned above, the obligation to submit outstanding accounts. In conclusion, all former partners on whom he passed the stated obligation must sign and submit such financial statements (they then act as the head of the unit referred to in the Accounting Act).
The answer to the last question is a little more complex. In general, financial statements are submitted electronically to the Financial Documents Repository, but this is not possible in the case of a deleted company because only the company that no longer exists can submit such financial statements.
It is therefore not possible to submit it to the Financial Documents Repository.
At that time, such financial statements should be submitted to the registration files of the National Court Register using the option - the application for the acceptance of documents in the registration file, which should be signed by all former shareholders of the deleted personal company.