The impact of liquidating the company on the possibility of transferring liabilities to members of the boar
Chapter 9
It is possible to pursue claims against a board member even if the company no longer exists. In such a situation, in regard to civil claims it will be permissible to bring a claim against the board member immediately, without the need to obtain a prior enforcement title against the company.
Just like in the realm of civil liabilities, in tax matters as well, the liquidation of a company does not absolve a member of the management board from liability. In case of tax obligations such scenario is explicitly regulated by provisions of law. According to the provisions of Article 116 of the Tax Ordinance Act dated 29 August 1997, the liquidation of a company does not serve as an exonerating circumstance, i.e., it does not exempt a member of the management board from liability for tax obligations incurred during the company’s existence while they were a member of its management board. Adopting a different view could lead to attempts to circumvent tax law by abusing regulations governing the cessation and liquidation of a capital company in order to obtain a tax advantage by releasing board members from liability for the company’s tax arrears [cf. Ruling of the Supreme Administrative Court dated 25 January 2024, Case No. III FSK 3663/21].
Robert Nogacki – licensed legal counsel (radca prawny, WA-9026), Founder of Kancelaria Prawna Skarbiec.
There are lawyers who practice law. And there are those who deal with problems for which the law has no ready answer. For over twenty years, Kancelaria Skarbiec has worked at the intersection of tax law, corporate structures, and the deeply human reluctance to give the state more than the state is owed. We advise entrepreneurs from over a dozen countries – from those on the Forbes list to those whose bank account was just seized by the tax authority and who do not know what to do tomorrow morning.
One of the most frequently cited experts on tax law in Polish media – he writes for Rzeczpospolita, Dziennik Gazeta Prawna, and Parkiet not because it looks good on a résumé, but because certain things cannot be explained in a court filing and someone needs to say them out loud. Author of AI Decoding Satoshi Nakamoto: Artificial Intelligence on the Trail of Bitcoin’s Creator. Co-author of the award-winning book Bezpieczeństwo współczesnej firmy (Security of a Modern Company).
Kancelaria Skarbiec holds top positions in the tax law firm rankings of Dziennik Gazeta Prawna. Four-time winner of the European Medal, recipient of the title International Tax Planning Law Firm of the Year in Poland.
He specializes in tax disputes with fiscal authorities, international tax planning, crypto-asset regulation, and asset protection. Since 2006, he has led the WGI case – one of the longest-running criminal proceedings in the history of the Polish financial market – because there are things you do not leave half-done, even if they take two decades. He believes the law is too serious to be treated only seriously – and that the best legal advice is the kind that ensures the client never has to stand before a court.
