The process of liquidation of a limited liability company is a process, the first stage of which is the occurrence of circumstances that cause the company to dissolve (although not every dissolution of a company means its liquidation). This can be both the will of the shareholders and other objective circumstances resulting in the company moving towards the termination of its activities. The reasons for the dissolution of a limited liability company are as follows: a) reasons provided for in the articles of association-.
Already at the stage of drafting the limited liability company’s contract, or during its operation, the shareholders can indicate in the company’s contract certain scenarios in which the company will be dissolved without the need for additional action by the shareholders. Such reasons specified in the articles of association may be, for example: the expiration of the term for which the company was concluded, the implementation of a certain investment, obtaining external financing, refusal to register patents and other intellectual property rights needed in the company’s planned activities, or the absence of designated persons from the company. (b) a resolution of the shareholders to dissolve the company, as stated in a protocol prepared by a notary public -At any time during the operation of the company, the shareholders may decide to dissolve the company. With the adoption of such a resolution, the liquidation of the sp. opens. z o.o. In order to be valid, the resolution requires a qualified two-thirds majority of votes to be cast on it, as well as the recording of the resolution in the form of a notarial deed. In the content of the resolution on the dissolution of the company, it is worth indicating who will act as liquidator and the manner in which the liquidators will represent the company.c) declaration of bankruptcy of the company – The company is dissolved upon the declaration of a decision on bankruptcy of the company under the provisions of the Bankruptcy Law. It should be borne in mind that the mere filing of a bankruptcy petition for a company does not dissolve the company. (d) other reasons provided by law-
These are special situations occurring, for example, in mergers (this is also an example of a situation in which liquidation will not be carried out), or as a sanction for violations of antitrust laws.