Succession of the company
How to transfer a business after the owner’s death? Succession step by step
Do you want your heirs to be able to continue the business smoothly? See how to appoint and report to CEIDG a succession manager, who will manage the company’s affairs until the succession formalities are settled.
The problem of transferring a company is affecting more and more people. Until recently, those who wanted to continue the deceased’s sole proprietorship were in the most difficult situation. According to
By law, the business was inextricably linked to its owner. In practice, this meant that not only the person died, but also the company. Everything changed with the Law on Succession Management of an Individual’s Business, which came into force on November 25, 2018.
The law introduced a successor administrator. He will temporarily run the business after the entrepreneur’s death for the benefit of his successors, e.g. spouse, children. His task will be to manage the business until the succession formalities are completed and the heirs decide on the future fate of the business.
Who can become a successor administrator?
A successor administrator can be an individual who has full legal capacity. A person may not become a successor administrator if he or she has been validly adjudicated:
a ban on conducting business activities or,
criminal measure or a protective measure in the form of a ban on business activity carried out by the entrepreneur, or business activity in the field of property management.
The successor administrator cannot be a legal entity, such as a company.
The function of a successor administrator may be performed by only one person at a time, but the entrepreneur may appoint a “reserve” administrator in case the successor administrator appointed in the first place resigns or is unable to perform this function
limitation or loss of legal capacity,
his dismissal by the entrepreneur,
the validation of a ruling prohibiting him from carrying out business activities, including those carried out by the entrepreneur or business activities in the field of property management.
The data of the “reserve” successor administrator shall be reported by the entrepreneur to CEIDG.
Appointment of the successor administrator
Assigning a successor administrator to a company is quite simple and costs nothing. The entrepreneur only needs to declare in a simple written form (or electronically) that he appoints a certain person as successor administrator. The same statement must be made by the appointed person.
However, a written statement alone is not enough to appoint a successor administrator. It is necessary to submit an application for entry of the appointed successor administrator in CEIDG. It can be submitted electronically using the CEIDG-ZS form.
Appointment of an administrator during the entrepreneur’s lifetime
The entrepreneur may either appoint a successor administrator, or stipulate that upon the entrepreneur’s death the designated proxy will become the successor administrator. Such a stipulation requires the consent of the proxy and a notification to CEIDG, in writing or electronically. The notification can be done simultaneously with the appointment of the proxy or only after the proxy is granted. No special qualifications or education are required of the proxy. As in the case of a successor administrator, full legal capacity and the absence of an adjudicated prohibition on conducting business are sufficient.
In order to appoint a successor administrator, you need:
a statement on the appointment of the successor administrator in writing,
written consent of the administrator to perform this function,
notification (entry) of the administrator in CEIDG.
Appointment of an administrator after the death of the entrepreneur
If the succession trust was not established before the entrepreneur’s death, the succession trustee may be appointed, within two months of the entrepreneur’s death:
the entrepreneur’s spouse, who is entitled to a share in the inherited enterprise,
the statutory heir of the entrepreneur who accepted the inheritance,
the testamentary heir of the entrepreneur who accepted the inheritance,
the legatee of the entrepreneur who has accepted the inheritance, if, according to the declared will, he is entitled to a share in the inherited enterprise.
For the appointment of a successor administrator by the entrepreneur’s spouse or by the entrepreneur’s legal heir, the consent of persons who are jointly entitled to a share of the
in the inherited enterprise greater than 85/100.
The appointment of an administrator after the death of the entrepreneur and other related declarations must be made before a notary public. Otherwise they will be invalid. In this case, it is the notary who reports the appointment of the successor administrator to CEIDG.
Notification of the successor administrator to CEIDG
The application for registration of a successor administrator in CEIDG can be submitted:
online, without unnecessary formalities and the need to visit the office.
In a paper version at the municipal office,
send by mail by registered mail
The completed application should be hand-signed by the applicant. The signature must be confirmed by a notary public.
Submission of the wn
Submission of an application for registration of a successor administrator in CEIDG is free of charge. The application does not need to be accompanied by a statement on the appointment of the administrator and consent to perform this function. It is sufficient that the application includes a statement (under pain of criminal liability) that the relevant consent has been given.
A successor administrator appointed by the entrepreneur and registered in CEIDG begins to perform his function upon the entrepreneur’s death.
Law of July 5, 2018 on the succession management of a natural person’s enterprise