Most entrepreneurs associate virtual offices with starting a business and using them for handling correspondence. However, this service can also be useful during the liquidation of a company as a virtual address for a business that no longer has a physical headquarters. So, how do you change the address of a company in liquidation and use a virtual office for this purpose?
What Does Company Dissolution Mean?
Company dissolution means the termination of its legal existence, which involves the cessation of the organization of individuals forming the company and the abandonment of the common goal of conducting business and generating profits. The dissolution occurs when the company is removed from the business register maintained by the National Court Register (KRS). This removal can be done ex officio or upon the request of an authorized entity (e.g., the company’s liquidator). Only this action fully dissolves the company.
WHAT ARE THE REASONS FOR COMPANY DISSOLUTION?
The main reasons for dissolving a company include:
- Causes specified in the company agreement,
- A notarized resolution by the partners to dissolve the company or relocate its headquarters abroad,
- For companies with agreements formed using a template, a resolution to dissolve the company signed by all partners with a qualified electronic signature, trusted signature, or personal signature,
- The declaration of the company’s bankruptcy,
- Other legally specified reasons.
How Does a Company in Liquidation Function?
Once any of the above reasons for dissolution arise, the company enters a state of liquidation. Liquidation begins when the court’s decision to dissolve the company becomes final, upon the resolution to dissolve the company, or when another dissolution cause arises. A company in liquidation retains its legal personality in the case of a capital company and legal capacity in the case of a partnership. However, its operating principles change.
The company’s operating principles change as its goal shifts to conducting liquidation proceedings and removing the company from the register. During this time, the liquidators take over the competencies of the company’s governing bodies in capital companies or the partners in partnerships. The company retains its name with the addition of “in liquidation.” Proxies expire, and new ones cannot be established, nor can the company’s assets be divided among the partners.
What if the Company Lacks an Address?
Every entrepreneur should know that a company, even one in liquidation, must have an address, and outdated data in the KRS can lead to negative consequences.
The liquidation process involves numerous administrative issues, and many important documents are sent to the company’s address during this time. An incorrect address hinders effective correspondence, which is crucial for court documents. According to Article 133 § 2a of the Code of Civil Procedure, court documents for entrepreneurs registered in the court register are delivered to the address listed in the register. Even if the last address was removed, it is still considered valid. Therefore, an improperly indicated address will prevent correspondence from being delivered to the addressee. Despite this, as per the aforementioned regulation, court documents sent to the address listed in the National Court Register are deemed effectively delivered, meaning that failing to receive such documents can lead to various complications.
At this stage, considering the benefits of a virtual address for the company is worthwhile. If the company’s liquidation involves changing its address, a virtual office ensures smooth correspondence receipt and notification of the recipients.
CHANGING THE COMPANY’S ADDRESS VS. CHANGING ITS HEADQUARTERS – WHAT’S THE DIFFERENCE?
The headquarters of a company refers to a specific locality, while the company’s address is the street, building number, and sometimes the unit listed in the National Court Register. Changing the company’s address is easier than changing its headquarters, as it does not require amending the company agreement or incurring notarial costs.
HOW TO CHANGE THE ADDRESS OF A COMPANY IN LIQUIDATION?
Suspending a company’s activities usually involves moving to a cheaper office or entirely ceasing office rental. This necessitates changing the address. Changing the company’s address during liquidation is similar to changing it before liquidation, and if the company agreement does not specify otherwise, the decision rests with the liquidators.
In case of a headquarters address change, the entity registered must file a change registration application within 7 days of the event prompting the change. Failure to comply results in a court notice to file the application within an additional 7 days. After this period, the court may impose fines, which can be repeated.
Virtual Address for a Company in Liquidation
Due to the significant correspondence and administrative issues, every company in liquidation must have an address. However, this does not mean continuing to rent expensive spaces. A virtual office is an excellent solution during the liquidation process, providing a correspondence address without the consequences of an outdated address.
Virtual office staff ensure that all documents are delivered to the addressee and can send scanned documents if necessary.
Looking for an address for your company in liquidation? Use IdeaPlace‘s services! Our virtual office service in Wrocław can be tailored to your business’s individual needs, ensuring a quick and smooth address change.
Ewa Rogoż
Ewa Rogoż is an experienced coworking pioneer in Wrocław and the founder of IdeaPlace – the first professional coworking space in Lower Silesia. Her dedication to business development and support for entrepreneurs led to the creation of an inspiring space in the heart of the city. Ewa not only creates coworking spaces for freelancers but also micro-offices for small teams, thereby supporting diverse business initiatives in the region.
