How to restart a company or a partnership registered in KRS
If after a period of suspension a company or a partnership registered in the National Court Register (KRS) wants to resume its business activity, a resolution on resuming such business activity must be adopted, indicating the date when business activity is to be resumed. Such resolution must be adopted by:
- partners in a partnership
- the management board of a company
Within 7 days from the date of the resolution, the company/partnership must submit to the National Court Register an application to resume its business activity after suspension, together with the relevant resolution of the management board or of the partners.
The application, together with the resolution attached, may be submitted electronically, through the Court Registers Portal (Portal Rejestrów Sądowych, PRS).
- How to suspend business activity of a company or a partnership registered in KRS
- How to fill in electronic applications in the PRS system
The application must be signed by persons authorised to represent the company/partnership. As a general rule, business activity of a company or a partnership registered in the National Court Register is resumed on the date indicated in the application submitted to the registry court. Submitting an application to resume business activity is free of charge.
Please note! An application to resume business activity of a company/partnership may not be submitted through the S24 Portal.
The period of suspension of a company or a partnership entered in KRS may not be longer than 24 months. If the company/partnership does not submit an application to resume its business activity before the lapse of the 24-month period, counted from the date when its business activity was suspended, it will be automatically re-entered in KRS on the next date following the end of such 24-month period, and the court will restart on its own.
If during the period of suspension the company/partnership details have changed, or if you are to employ staff after resuming business activity, you need to also submit the NIP-8 form to the competent tax office.
Resuming regulated activity
If the company/partnership pursues a regulated business activity that requires a licence or a permit, the notification on resuming business activity submitted to KRS may not be automatically forwarded to the relevant office responsible for supervising this type of activity. If this office requires a separate notification on suspension of business activity, it must be also notified of its resumption, or it may be necessary to register your business again. This is the case for businesses offering personal or property protection services – they need to notify resumption of business activity to the Ministry of the Interior and Administration.
Please note! Upon resuming your business activity, check whether your licence or permit has not expired.
Accounting after restarting a company/partnership
If a company/partnership decides to resume its business activity, it should keep its accounting records according to the same rules as before the suspension. Revenues and costs should be recorded starting on the date of resuming business activity.
If you keep a book of revenues and expenditures or if you keep a revenue registry for lump-sum tax, you need to start a new book only if you resume your business activity on 1st January or during the next year (following the year in which the business activity was suspended). You do not need to start a new book if you resume your business activity in the same year in which it was suspended.
If the company/partnership keeps full accounting records, after resuming its business activity it opens its books, for instance, if business activity is resumed at the beginning of the accounting year and if the books for the year in which the business activity was suspended were closed.
After resuming business activity, you do not need to notify the tax office of resumed accounting.
For more details see the text on accounting records upon suspending, restarting and liquidating a business.
Taxes after restarting a company/partnership
When resuming business activity after a period of suspension, it is a general rule that taxes should be settled in the same manner as they were before the suspension.
Obligations towards ZUS
Registration of the contribution payer
If you are resuming business activity of a company/partnership registered in KRS, after submitting the application to resume business activity you do not need to file any additional forms to the Social Insurance Institution (ZUS), unless you wish to start employing staff. The notification will be forwarded to ZUS automatically and all documents related to registering the company/partnership as a contribution payer will be prepared by ZUS.
If after resuming business activity you intend to employ staff, you need to sign employment contracts with them and apply for insurance for them to ZUS.
Insurance for partners
While the company/partnership is registered with ZUS automatically, if you are a partner in a general partnership, limited partnership, professional partnership, or a shareholder in a one-member limited liability company, upon resuming business you need to register with ZUS as a contribution payer (by submitting form ZUS ZFA), or apply for insurance (by submitting form ZUS ZUA or ZUS ZZA), stating your personal identification details: NIP (tax identification number) and PESEL (personal identification number).
See also: how to apply for insurance.
How to submit settlement documents to ZUS
Upon restarting a company/partnership – if you employ staff – you resume the standard manner of submitting declarations and reports to ZUS.
- If you have resumed business activity at the beginning of the month, then upon such resumption you need to also submit declaration ZUS DRA or individual monthly reports for yourself and your collaborating persons for the month in which you have resumed business activity (by the 10th or 15th day of the month, for the previous month).
- If you have resumed business activity during the month, you should submit ZUS DRA also for the next full month of business activity. Afterwards, if you do not have employees and you pay contributions calculated on the minimum basis, you do not submit such monthly declarations.
If you have resumed business activity during the month, you must pay social insurance contributions for the part of the month in which you have conducted business activity. The health insurance contribution must be paid for the full month, regardless of the date of resuming business activity.