How to leave a limited liability company (Polish Sp. z o.o.)?

How to leave a limited liability company (Polish Sp. z o.o.)?
Jakub Chajdas

Jakub Chajdas

Partner / Attorney-at-law

Leaving a limited liability company is sometimes an unavoidable process for entrepreneurs. In Polish law, Commercial Companies Code regulates it along with provisions of the company’s agreement. Depending on the circumstances, there are various ways to leave a limited liability company.

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Various ways to leave a limited liability company

Leaving a limited liability company can be carried out in various ways, depending on the circumstances. You can do it in one of the following ways:

  • Sale of shares – one of the most common ways to leave an LLC is to sell the owned shares. In such a case, a shareholder may transfer his shares to other shareholders. He can also transfer them to external investors. However, before selling the shares, an entrepreneur must complete certain formalities. He needs to, for example, sign a sale agreement and report changes to the National Court Register.
  • Removal from the register of shareholders – another way to leave an LLC is to withdraw from the register of shareholders. In such a case, the shareholder ceases to be the owner of shares and loses all related rights. Removal from the register may be connected with the sale of shares or not.
  • Purchase of shares by the company – in some cases, it is possible for the company itself to repurchase shares. In such a case, the shareholder receives a respective amount of money for his shares. Then, he ceases to be a shareholder in an LLC.
  • Liquidation of the company – in extreme cases, it is possible to liquidate the company. This means the complete termination of the company’s operations. The process includes the sale of assets and settlement of liabilities. After completing the liquidation process, a shareholder may receive his part of the company’s assets. It is performed in the form of a liquidation payment.

It is worth noting that leaving an LLC may have various tax and financial consequences. Therefore, it is always a good idea to consult a tax or legal advisor before deciding to leave the limited liability company.

What does the liquidation of a limited liability company look like and how long does it take? You can find out everything on this subject in this article.

Sale of shares in a limited liability company

Selling shares in an LLC is a process in which a shareholder sells his shares to another person or company. It can be done in a form of a share sale agreement. It must be in writing and both parties must sign it.

When selling shares in an LLC, it is important to follow the provisions of the company’s agreement and the law. For example, if the company’s agreement has a clause on the pre-emption right of the remaining shareholders to acquire the shares, the seller must respect it. He should offer his shares to other shareholders before offering them to unrelated third parties.

Before selling shares in an LLC, it is also advisable to ensure that the shares are not encumbered with any restrictions, such as a pledge. It is also important to pay attention to the taxes that must be paid in connection with the sale.

After selling shares in an LLC, the new owner becomes a shareholder. He also acquires the rights and obligations related to the shares

Leaving a limited liability company is not an easy decision.

Our team of experts will help you choose the right direction. We will suggest you what to focus on and what to do in order to proceed legally and without harm to your interests.

Leaving a limited liability company – what should you keep in mind?

One of the most important aspects is to determine the motives that lead an entrepreneur to leave the company. It often involves a conflict between shareholders, a disagreement over the company’s further development, or a desire to sell shares. It is important for the entrepreneur to carefully analyze his motivations. You should always consider whether withdrawing from the company is the best option.

Another important aspect is the proper preparation of documentation and formalities. If you want to leave a limited liability company, you should consult with legal and tax advisors. This will help to ensure that all statutory and registration requirements related to the process are met. To finish the process it is necessary, among others, to change the company’s agreement. You must also determine the valuation of shares and submit relevant documents to the KRS.

Another crucial aspect is to determine the value of the shares that the entrepreneur wants to sell or transfer to other shareholders. The value can be determined by a court-appointed expert or external parties. There is also the possibility of negotiating a price between shareholders.

After selling or transferring shares, the entrepreneur ceases to be a shareholder. He loses his rights and obligations associated with holding the shares. However, if the entrepreneur is also a member of the management board, it may be necessary to make changes to the company’s statute. Personnel changes in the management board may be needed.


It is important to remember that leaving an LLC is a complex process. It requires compliance with certain formalities and legal regulations. In each of these cases, a person who wants to leave a limited liability company must meet specific legal requirements. Preparing relevant documents is also necessary. Therefore, entrepreneurs should carefully consider their decisions. It is also worth using the services of professionals who will help throughout the process.

If you find the above topic interesting and want to know more about it, we invite you to cooperate with us. Experts from our law firm in Lodz and Warsaw are at your disposal. Contact us today and let us help you.

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