A company can survive the death of a shareholder because it is a separate legal entity. A sole proprietorship has no such resilience — it is inseparably tied to the person of the entrepreneur. On the owner's death, employment contracts, powers of attorney, some commercial agreements and administrative decisions expire, and the bank freezes the business account. The Act of 5 July 2018 on succession management of the enterprise of a natural person and other facilities related to business succession (Journal of Laws 2018, item 1629), in force since 25 November 2018, offers a simple answer: the succession manager. It is a solution worth considering today, rather than when it is already too late.
What happens to the business without a succession manager
If the entrepreneur did not appoint a manager and the heirs fail to do so after the death, the business effectively stops overnight. Employment contracts expire 30 days after the employer's death — unless, before that deadline, the parties sign a written agreement to continue the employment relationship on the existing terms. Licences and permits expire six months after the date of death. Add to this the loss of access to the business account, the absence of anyone authorised to issue invoices and receive correspondence, and the interruption of ongoing contracts. Probate proceedings can take many months — and during that time the business loses customers and value.
Appointment during your lifetime — the simplest route
The safest option is for the entrepreneur to designate the succession manager personally. A notification to CEIDG is enough — free of charge, filed electronically or at the municipal office, just like any other change to the entry. The written consent of the designated person to hold the role is required. The manager may be a natural person with full legal capacity; anyone subject to a final ban on conducting business activity is excluded. It need not be a family member or an heir — it could equally well be a trusted manager or a business partner.
Only one manager holds the role at any given time, but the entrepreneur may additionally designate a reserve manager who steps in if the first one resigns or is unable to act. Succession management appointed during the owner's lifetime starts automatically upon the entrepreneur's death — with no notary visit, no waiting for a court ruling and no interruption to the business.
Appointment after death — two months and a notarial deed
If the entrepreneur did not designate anyone in time, the right passes to the closest relatives, but within a very short deadline. A succession manager may be appointed by the deceased's spouse holding a share in the inherited business, by a statutory or testamentary heir who has accepted the inheritance, or by a specific bequest beneficiary. The appointment is made before a notary, in the form of a notarial deed, within two months of the entrepreneur's death. Once that deadline passes, the right expires irrevocably.
A valid appointment requires the consent of persons jointly holding a share in the inherited business greater than 85/100. In practice this is often the hardest condition — if the heirs cannot agree, succession management cannot be established. The notary files the notification with CEIDG, and from the moment of entry the manager may act: operate the business account, issue invoices, continue contracts and represent the enterprise.
The inherited business — NIP, taxes, employees, licences
After the owner's death the business operates as an inherited business (przedsiębiorstwo w spadku) and uses the deceased's name with the additional designation „w spadku” (in inheritance). The NIP tax number does not expire — it passes to the inherited business and remains valid until succession management ends. The inherited business is a separate taxpayer: it settles income tax, remains a VAT taxpayer, keeps the revenue and expense ledger or the revenue records, and pays contributions as a remitter for its employees.
Where succession management has been established, employment contracts do not expire on the employer's death — they continue until the day the management ends. The position is different for licences, permits and concessions: they expire three months after the day succession management is established, unless within that period the manager files an application with the authority to confirm that the decision may continue to be exercised, demonstrates that the requirements are met, and declares that they accept all the resulting obligations. It is a deadline that is easily forgotten in the first weeks after losing a close relative.
If no succession management has been established but an eligible person actually continues the business under the deceased's name, they should notify the head of the competent tax office within two months of the entrepreneur's death — this allows the NIP number to be retained temporarily and the tax settlements to be put in order.
How long the management lasts and what comes next
Succession management is temporary by design. As a rule it expires two years after the entrepreneur's death. For important reasons, and before that expiry date, the court may extend the period — to no more than five years from the date of death. Management also ends earlier: if none of the heirs accepts the inheritance within two months of the death, if the entire business is acquired by a single person, and on the day the estate is divided.
This time is meant for settling inheritance matters and making decisions: who takes over the business, whether a company will be formed on its basis, whether the business will be sold or wound up. It is worth remembering the exemption from inheritance and gift tax for the acquirer of an enterprise (Article 4b of the Polish Inheritance and Gift Tax Act) — it applies regardless of the degree of kinship, provided the acquisition is reported on form SD-ZP within six months and the business is run for at least two years from the date of acquisition.
What to do today
Appointing a succession manager means one change to the CEIDG entry and the written consent of the designated person — zero cost, a matter of minutes. Take the opportunity to talk to your candidate about what the role will actually involve, and leave them organised information: access to the accounting records, a list of key contracts and business partners, the details of your accounting office, and information on loans, leases and liabilities. If your business operates under a licence or permit, add the three-month deadline for the confirmation application to that list. The more that is prepared in advance, the less has to be improvised at the hardest moment.