Unfortunately, there isn’t any simplified procedure. According to the applicable provisions of law, even in case of the company which have not started its business activity, it is obligatory to conduct the liquidation proceedings. The liquidation of limited liability company is regulated by provisions of the Code of Commercial Partnerships and Companies; articles 270 to 290. According article 286 the distribution among shareholders of the assets remaining after the creditors have been satisfied or secured shall not take place before the elapse of six months from the day of the announcement on the opening of liquidation and summoning creditors.

The following shall cause the dissolution of the company:
1) causes provided for in the company deed;
2) resolution of shareholders on dissolving the company or transferring the seat of the company abroad, confirmed in a minutes made by a notary;
3) declaration of bankruptcy given in respect of the company;
4) other causes provided for in the law.

Apart from the cases referred above, the court may give a judgment on dissolution of the company:
1) at the request of a shareholder or member of a body of the company, where the attainment of the company's object has become impossible or on incidence of other important reasons resulting from the company' dealings;
2) at the request of a state organ named in a separate Act, where the company's unlawful activities threaten public interest.

The dissolution of a company shall take effect on the completion of liquidation, as of removal of the company from the register.

Until the day on which the application for removing the company from the register is filed, the dissolution may be averted by a unanimous resolution of all shareholders on the continued existence of the company, save where dissolution was requested by a member of an organ.
Liquidation shall be opened on the date of the court's decision on the dissolution of company becoming final, of adoption by the shareholders of a resolution on dissolving the company, or of incidence of another reason for liquidation.

Liquidation shall be conducted under the company's business name, with an additional designation "w likwidacji" ["in liquidation"].

Pending liquidation, the company shall retain its legal personality.
The provisions on company bodies, rights and duties of shareholders shall apply to the company in liquidation, unless the provisions of this Section stipulate to the contrary or the purpose of the liquidation indicates otherwise.

Pending liquidation, profits shall not be paid out to shareholders, even partly, nor shall assets of the company be divided before all obligations of the company have been paid off.
Pending liquidation, additional capital payments shall not be voted in otherwise than with the consent of all shareholders.

Save as otherwise provided in the company deed or a resolution of shareholders, members of the management board shall be the liquidators.
Save as otherwise provided in the company deed, liquidators shall not be recalled otherwise than under a resolution of shareholders. Liquidators whom the court appoints shall be recalled by no other than the court.

Where the liquidation is decided by the court, the court may at the same time appoint the liquidators.

On motion of parties having legal interest therein, the registration court may, for important reasons, recall liquidators and appoint others to replace them.

The court which appointed the liquidators shall set their remuneration. The following shall be notified to the registration court: the opening of liquidation, forenames and surnames of the liquidators and their addresses, manner of representing the company by the liquidators and any and all changes in this regard, even if no change in the previous manner of representing the company has occurred. Each liquidator has the right and duty to give such notification.
Specimens of the liquidators' signatures, executed before the court or notarially certified, shall be appended to the notification referred to in paragraph 1.

Liquidators appointed by the court and those recalled by the court shall be entered and removed from the register ex officio.

Where the liquidation has been repealed, the liquidators shall notify this circumstance to the registration court. The liquidators shall give an announcement about the dissolution of the company and opening of liquidation, summoning creditors to present their receivable debts within three months from the date of the announcement. Save as otherwise provided in this Chapter, the provisions on management board members shall apply to the liquidators.

The liquidators shall make the liquidation opening balance sheet. The liquidators shall submit this balance sheet to the meeting of shareholders for approval.
The liquidators shall, after the end of each financial year, submit to the meeting of shareholders a report on their activities and the financial statements.

All component assets shall be shown in the liquidation balance sheet at their transfer value.
The liquidators shall wind up current affairs of the company, collect receivable debts, fulfill obligations and turn the company's assets into liquid assets (liquidation acts). They may undertake a new business only when this should be required for winding up a pending business. Immovable properties may be transferred by public auction and they shall not be transferred by unrestricted sale otherwise than under a resolution of shareholders and at a price no lower than that voted in by the shareholders.

In internal relations, the liquidators shall abide by resolutions of shareholders. The liquidators appointed by the court shall abide by resolutions unanimously adopted by shareholders and those who caused the liquidators to be appointed pursuant to Article 276, paragraph 4.
Within the limits of their competence defined in Article 282, paragraph 1, the liquidators may manage the affairs and represent the company.

Limitations on the liquidators' competence shall be without effect on third parties.
With respect to third parties acting in good faith, acts performed by liquidators shall be deemed liquidation acts.

The opening of liquidation shall cause the procuration to expire.

§ 2. No procuration shall be given pending liquidation.
Sums needed to satisfy or secure those creditors known to the company, who have failed to present their claims or whose receivable debts are neither enforceable nor disputed, shall be deposited with the court.

The distribution among shareholders of the assets remaining after the creditors have been satisfied or secured shall not take place before the elapse of six months from the day of the announcement on the opening of liquidation and summoning creditors.
The assets referred to in paragraph 1 shall be distributed among shareholders in proportion to their shares.

Different terms of assets distribution may be laid down in the company deed.
The creditors of the company who neither presented their claims in due time nor have been known to the company may demand satisfaction of their claims from such assets as have not yet been distributed.

§ 2. The shareholders who, on elapse of the time limit defined in Article 286, paragraph 1, received in good faith the proportion of the company's assets attributable to them shall not be bound to return the same so that creditors' claims may be covered.
Upon approval by the meeting of shareholders of the financial statements as at a day preceding the distribution among the shareholders of assets remaining after creditors have been satisfied or secured (liquidation report) and on completion of the liquidation the liquidators shall publish this report in the company's seat and file it with the registration court and at the same time apply for removing the company from the register.

Where a meeting of shareholders summoned to approve the liquidation report has not been held due to the lack of a quorum, the liquidators shall perform the acts referred to in paragraph 1 without the meeting of shareholders' approval of the report.

The books and documents of the dissolved company shall be put in the custody of a person indicated in the company deed or resolution of shareholders. In the absence of an indication to that effect, the registration court shall appoint a custodian. Shareholders and parties having legal interest therein may, under the authority of the registration court, inspect the books and documents.
In the event of bankruptcy of a company, the company shall be dissolved upon completion of bankruptcy proceedings, as of being removed from the register. The application for removal from the register shall be filed by the official receiver in bankruptcy.
§ 2. The company shall not be dissolved in the event that the proceedings ended in an arrangement or were repealed or discontinued for other reasons.

The liquidator or official receiver in bankruptcy shall give a notification of dissolution of the company to the competent revenue office, supplying a copy of the liquidation report.
1.8 . Taxpayer’s obligations due to the declaration of bankruptcy
An entity under bankruptcy proceedings will be taxed under general rules. It will be taxed in particular under Vat.

Income tax base is defined as for entities conducting commercial activity except that the insolvent – who is not conducting commercial activity, is not subject to depreciation charges. Liquidation 2.1. Introduction

The procedure of company liquidation is regulated by the Code of Commercial Partnerships and Companies:

The following shall cause the dissolution of the company in case of a limited liability company:
1) causes provided for in the company deed;
2) resolution of shareholders on dissolving the company or transferring the seat of the company abroad, confirmed in a minutes made by a notary;
3) declaration of bankruptcy given in respect of the company;
4) other causes provided for in the law.
5) court judgment on dissolution of the company at the request of a shareholder or member of a body of the company, where the attainment of the company's object has become impossible or on incidence of other important reasons resulting from the company' dealings;
2) at the request of a state organ named in a separate Act, where the company's unlawful activities threaten public interest. Depending the reason for the dissolution, opening of the liquidation proceedings shall take place:
1) on the date of adoption by the shareholders of a resolution on dissolving the company;
2) on the date of the court’s decision on the dissolution of company becoming final;
3) on the date of incidence of another reason for liquidation.

Pending liquidation, the company shall retain its legal personality.
Liquidation shall be conducted under the company's business name, with an additional designation "w likwidacji" ["in liquidation"].
Liquidation proceedings include a number of legal actions aiming to meet and protect both creditors’ and shareholders’ interests.

Creditors’ protection
- Pending liquidation, profits shall not be paid out to shareholders, even partly, nor shall assets of the company be divided before all obligations of the company have been paid off (article 275).
- The liquidators are obliged to (article 279) give an announcement about the dissolution of the company and opening of liquidation, summoning creditors to present their receivable debts within three months from the date of the announcement.
- Sums needed to satisfy or secure those creditors known to the company, who have failed to present their claims or whose receivable debts are neither enforceable nor disputed, shall be deposited with the court.
- The distribution among shareholders of the assets remaining after the creditors have been satisfied or secured shall not take place before the elapse of six months from the day of the announcement on the opening of liquidation and summoning creditors (article 286).

Protection of shareholders’ interests
- It is prohibited to vote additional capital payments without the consent of all shareholders, even if otherwise provided by company deed (article 275).
- The shareholders who, on elapse of six months from the date of dissolution announcement and liquidation opening, received in good faith the proportion of the company's assets attributable to them shall not be bound to return the same so that creditors' claims may be covered (287).
To all parties protection, immovable properties shall be transferred by public auction. The properties can be transferred by unrestricted sale only under a resolution of shareholders and at a price no lower than that voted in by the shareholders.
Unlike insolvency, liquidation doesn’t cause the dissolution of company bodies but company legal representative is, starting from the liquidation opening, the liquidator. Save as otherwise provided in the company deed or a resolution of shareholders, members of the management board shall be the liquidators.
The liquidator can also be appointed by the court deciding on company dissolution. The provisions of management board members shall apply to liquidators. Save as otherwise provided in the company deed the liquidators can be recalled. Liquidators whom the court appoints shall be recalled by no other than the court.
The liquidators shall wind up current affairs of the company. They may undertake a new business only when this should be required for winding up a pending business. They shall turn the company’s assets into liquid assets.
The liquidators have the right to manage the affairs and represent the company only in respect to liquidation acts. To ensure trade and commerce safety, with respect to third parties acting in good faith, acts performed by liquidators shall be deemed liquidation acts. Save as otherwise provided in the company deed, the distribution among shareholders of the assets remaining after the creditors have been satisfied or secured, shall be in proportion to their shares.
The reversal of the liquidation may occur by unanimous resolution of the shareholders made until the day of the company removal from register. Liquidator is therefore obliged to notify the registration court of the reversal of the liquidation.
 

2.2. Partnership liquidator’s responsibilities
These are liquidator’s responsibilities referring directly to liquidation proceedings:
- Notifying the registration court on the opening of liquidation (including all personal details and specimens of the liquidators);
- Making the liquidation opening balance sheet and submitting it to the general meeting for approval;
- Notifying financing banks that the company is under bankruptcy procedure;
- Closing the business entity (dismissing the employees);
- Collecting receivable debts;
- Turning the company assets into liquid assets;
- Fulfilling obligations;
- Making the winding-up closing balance (article article 12 of the accounting act);
- Making the liquidation report;
- Submitting the liquidation report and petition to Registration Court on removing the company from the register;
- Notifying the Revenue Office of the company dissolution and handing the liquidation report.
 

2.3. Accountancy of the company under bankruptcy proceedings
With regard to the company under bankruptcy proceedings it is not justifiable to assume the continuation of the business activity. Additional accounting responsibilities on the day preceding the decision declaring the bankruptcy of the entity keeping accounts and on the day of liquidation opening do not differ from responsibilities of the entity in regard of whom the bankruptcy by liquidation of the debtor’s assets was declared. Upon opening of the liquidation proceedings the entity keeps accounts and prepares financial statements according to the act respecting the provisions for entities with regard to whom it is not justifiable to assume the continuation of the business activity (see 1.7.) similarly to the case of bankruptcy by liquidation of the debtor’s assets. The accounts of the company under bankruptcy proceedings is kept by the appointed liquidator.
 

2.4. Taxpayer’s responsibilities due to the decision declaring the bankruptcy

The responsibilities of Civil law partnerships and Commercial companies without legal personality

1. For VAT:
- Drawing up physical inventory within 14 days from the date of company dissolution or discontinuance of taxable activities; the goods that were subject to due tax depreciation of the net tax amount; tax obligation starts on the date when the physical inventory was made, no later than 14 days from the dissolution date or discontinuance of taxable activities (article 14 of the act of 11 March 2004 on the Value Added Tax)

2. For natural persons income tax:
- Natural person income taxpayer under bankruptcy proceedings is obliged to determine its income from trading goods, materials, finished stock not being part of the fix assets on the basis of the income index of the 3 previous months (article 24 of the Act on Natural Persons Income Tax) and to pay 10% tax on that income on advance payment date for the last month of commercial activity, attaching to the tax declaration the list of these goods and materials (article 44);
- Depreciation charges (article 22f) – as in case of taxpayers of legal persons income tax – depreciation charges are not allowed only to taxpayers not conducting their economic activity due to bankruptcy proceedings.


Legal persons’ responsibilities

1. For VAT:
- in case of incorporated company liquidation, there is no VAT tax obligation for liquidation inventory;
- VAT incorporated taxpayer under liquidation proceedings shall sell its assets and settle Vat according to general rules;

2. For corporate income tax:
- Declaration of bankruptcy shall not mean the discontinuation of economic activity; in particular: the company shall depreciate adequate assets (article 16f of the Act on Coprporated Income Tax) and impose tax on its income;
- Value of the assets received due to legal person bankruptcy, deducted by the cost of returned shares (article 12 of the Act of Legal Persons’ Income Tax) constitutes the (partners’) income of the legal persons’ profit share (article 10).