Suspension of business activities in a limited liability company – practical aspects 

Once an entity ceases to conduct operational activities, a decision must be made whether it is time to definitively close down business, liquidate the company or suspend the operation for a certain period of time and take up the activity after its conclusion. In accordance with the provisions of Entrepreneurs Law Act companies entered into the National Court Register (KRS) can suspend their business activities for a period of up to 24 months.  

After suspending business activities of the company, resumption of activities can occur in one of two ways. The first one is to adopt a resolution on resumption, in any time after the minimum suspension time of 30 days passes, followed by notification to the KRS. The second possibility is automatic resumption based on the provisions of the National Court Register Act.  

Automatic Resumption of Business Activities  

If the company does not submit an application for resumption of business activities to the National Court Register before the expiry of the 24-month period from the date of suspension, its business activity should be resumed automatically.  

Pursuant to the provisions of Article 20d of the National Court Register Act in such cases the entry of the resumption of activity should be made automatically by the National Court Register without the need to submit any applications to the register. In such case the date of resumption shall be the day following the last day on which two years has lapsed from the date of the activity suspension.  

This provision was introduced into the National Court Register Act by an amendment dated January 26, 2018. When preparing the amendment the legislator stated that the National Court Register lacked provisions that would efficiently enforce the submission of appropriate applications after the expiry of the permitted period of suspension of business activity. The purpose of the amendment was to eliminate situations in which companies remain “suspended” for a period longer than allowed by the law.  

This assumption is sound in theory but in practice until recently it had not functioned properly and has only been introduced through the implementation of the relevant functionality in the National Court Register systems this year.  

In response to the interpellation no. 3553 dated Jully 2023, the Undersecretary of State explained that the delay in implementing this provision, by the fact that during the modification of the KRS systems in order to execute the relevant functionality, serious interpretation problems arose in connection with the subject base provision.  

Ultimately this function was launched in the National Court Register system in March 2025.  

It should be noted, however, that the system makes entries systematically. Therefore, changes are first made in cases where the 24-month period has already lapsed. In addition, due to the IT system limitations, when automatically resuming business activity, the date of the resumption may be disclosed in the KRS at later than the actual expiry of that period.  

Potential risks for businesses 

The wording of the discussed provision may present many risks to businesses.  

A suspended company cannot conduct ongoing business or generate current income. In addition a suspended company is deregistered from Social Insurance (ZUS) as a contribution payer. Therefore, failure to formally resume its activities may result in loss of a potential new source of income or problems with fulfilling reporting obligations towards government offices. It should also be noted that a suspended company still can be a subject to tax controls.  

On the other hand, the entry of the resumption of business activity in the National Court Register results in a change of company obligations. From the day of the resumption the company must resume accounting at the same terms as before its suspension. Also, with the resumption of the activities the company is registered as contribution payer in ZUS. In addition, from the day of resumption the company will be subject to tax obligations as before the period of suspension. If the allowed period of suspension has lapsed, it may happen that the company will be late in submitting its financial statements or tax returns. 

Failure to fulfil obligations towards the tax authorities or the courts may result in imposing financial penalties on the entrepreneur or may even be punishable in accordance with the provisions of the Fiscal Penal Code. 

What are the next steps?

What can you do in a situation when the National Court Register did not resume business activities of the company or has entered the wrong date in the register?  

In case the entry is not made, or it is made with the wrong date, it is possible to submit a letter to the court requesting the change or correction of the date be made ex officio. Such a letter is submitted by the PRS portal. It is free of charge and in its contents should contain a motion to change the company date by the Court ex officio.  

If we want the company to remain suspended, we can after a successful resumption of activities, file a motion to suspend it again. The company activities can be suspended for maximum 24 months at a time, however there are no regulations forbidding to submit another application for suspension on the date on which its activities were supposed to be resumed ex officio. In cases of companies activities of which was supposed to be resumed before 2025, it might be necessary to file outstanding financial statements to the KRS.  

How can we help?  

If you need assistance in submitting an application for suspension or resumption of business activity, please contact us.