Innovative winding-up of a simple joint-stock company without liquidation

KKZ advised a start-up on the pioneering use of a newly introduced legal mechanism for dissolving a simple joint-stock company by passing traditional liquidation through asset transfer to the sole shareholder.

Our client is a start-up whose formula has run out of steam. The assigned legal task involved the structuring and preparation of the winding up process for the company. The unique aspect of this case was the utilization of a new way of winding up a simple joint-stock company, which had been recently introduced to the Polish legal system in July 2021.
The introduction of the simple joint-stock company as a new legal form brought about a simplified procedure for winding up the company without the need for its liquidation. Instead, the assets and obligations of the company can be transferred to its sole shareholder, streamlining the process considerably. However, the challenge lied in the limited provisions within the Polish Code of Commercial Companies, leaving practitioners with uncertainties about the practical implementation of this new winding-up method.