The Foreign Company Managed from Poland: Corporate Residence, Social Security and the Limits of Paper Structures
This article examines the tax and social security exposure of individuals resident in Poland who conduct their business through companies incorporated in the United Kingdom, Estonia or the United States while directing those companies from Polish territory. It argues that the widespread assumption that incorporation abroad relocates the tax base is unsupported by Polish law, by the law of the jurisdictions of incorporation, and by the international case law on corporate residence, while acknowledging that corporate residence, permanent establishment, VAT establishment and social security affiliation are distinct tests governed by distinct rules and, in the case of residence, by the particular treaty. Drawing on the Australian decision in Bywater Investments, the British decisions in Wood v Holden, Laerstate and Development Securities, the Canadian decision in Landbouwbedrijf Backx, the settled jurisprudence of the German Bundesfinanzhof on the place of management, the judgment of the Court of Justice of the European Union in AFMB, and the Finnish legislative reform of 2021, the article identifies a consistent transnational pattern: each of those tests follows the facts of management and work, and the facts are located where the controlling individual sits. The article then sets out the specific Polish consequences, including the statutory definition of management introduced in 2022, the contested transfer of corporate liabilities to the managing individual, and the distinct regime governing social security contributions, before considering the defensive positions that remain available.
Introduction
A private limited company in England, a private limited company (osaühing, OÜ) in Estonia or a limited liability company in Delaware can be incorporated online within hours and administered from an apartment in Warsaw. In several sectors, notably software development, online content creation, e-commerce and consultancy, such a structure has come to be regarded as a routine means of reducing fiscal burdens. Intermediaries market it on two promises: that tax is paid where the rate is lower, and that Polish social security contributions cease to be a concern because the paying entity is not Polish. Neither promise survives contact with the applicable law. Tax law and social security law apply four distinct tests, of corporate residence, of permanent establishment, of establishment for value added tax and of social security affiliation, but each of them attaches consequences to the place from which the company is in fact managed and the place where the work is in fact performed, not to the place of registration. A foreign company managed from Poland is, in the eyes of the Polish tax authority, a candidate for Polish taxation, and the case law of Australia, Canada, the United Kingdom, Germany and the Court of Justice of the European Union suggests that disputes of this kind tend to be resolved in a similar direction regardless of latitude.
The purpose of this article is not to discourage cross-border enterprise. It is to describe the mechanism by which a structure without substance fails, and to catalogue the consequences. Those consequences fall in the first instance on the company; they reach the individual who manages it only where a separate legal basis and its conditions are established, a matter discussed in Part VI. In practice, however, where the company has no assets, the dispute is about that individual.
Why the Place of Incorporation Does Not Determine the Tax
A. The Polish statutory framework
Most jurisdictions treat as resident any company that has either its registered seat or its management within their territory. The Polish Corporate Income Tax Act (ustawa o podatku dochodowym od osób prawnych) has so provided from the outset in Article 3(1). Since 1 January 2022 it also contains a definition that gives the concept of management a statutory content: under Article 3(1a), a taxpayer has its management in Poland in particular where its day-to-day affairs are conducted in Poland in an organised and continuous manner on the basis of a contract, a decision or any other instrument governing the taxpayer’s formation or operation, on the basis of powers of attorney granted, or on the basis of related-party relationships. The location of board meetings and the registered address have not thereby become irrelevant; they remain evidence, but they do not determine the outcome. What determines it is the place from which the company’s affairs are conducted each day.
The definition did not emerge in a vacuum. As early as 2016 the Supreme Administrative Court (Naczelny Sąd Administracyjny), drawing on the academic literature, held in its judgment of 18 November 2016 (II FSK 2475/14) that the place of effective management of a foreign company is the place where decisions on matters of key importance to the entity are taken, but also the place where the company’s affairs are conducted on a current basis, which need not coincide with the place of strategic decision-making. In the following year the Ministry of Finance published a warning against tax optimisation through foreign companies (No. 003/17 of 12 June 2017), enumerating the circumstances that in the administration’s view indicate management in Poland: board members residing and performing their functions in Poland; the absence of any division of competences among board members; the absence of documentation of the tasks performed by the board; the taking of advice principally from Polish advisers; the absence of any real capacity to conduct the company’s affairs in the state of incorporation; an address of a purely formal character; and the keeping of records outside the registered seat. It is a catalogue of evidence rather than a checklist yielding an automatic result, but a reader who recognises his own company in it knows what an auditor will ask.
B. The certificate of residence is not a shield
The most frequent misapprehension concerns the certificate of residence issued by a foreign authority. His Majesty’s Revenue and Customs issues such a certificate on application to a company incorporated in the United Kingdom, because British law treats incorporation as a basis of residence (section 14 of the Corporation Tax Act 2009); it refuses only where it is aware that the company is treaty-resident elsewhere, and it does not investigate of its own motion from where the company is managed. The Estonian Tax and Customs Board issues a certificate to every OÜ on the same footing. The certificate is therefore significant evidence of the law of the state of incorporation and of the position of its administration, but it does not bind the Polish authority, which applies its own statutory definition. The result is dual residence: the company is resident where it was registered and, simultaneously, resident in Poland.
Such conflicts are resolved under double taxation conventions, and they must be analysed treaty by treaty, since the differences are fundamental. The classical treaty tie-breaker allocates residence to the state of the place of effective management. In many conventions modified by the Multilateral Instrument (MLI), including the Poland and United Kingdom Convention, the automatic tie-breaker has been replaced by a mutual agreement procedure between the competent authorities, and until agreement is reached the company is denied treaty relief except to the extent and in the manner agreed by those authorities. In practical terms the Polish authority then no longer needs to prevail on the treaty question of where effective management lies; it suffices for it to establish management within the meaning of domestic law, and the burden of initiating the treaty procedure shifts to the taxpayer. The Poland and Estonia treaty of 1994 is constructed in the opposite way: Article 4(3) allocates residence to the state under whose law the entity derives its status, that is, the state of incorporation, and the MLI has not altered that provision. The treaties with Lithuania and Latvia follow the same model. For an Estonian company managed from Poland the dispute is therefore not about residence but about permanent establishment and about taxation at the level of the shareholder, as discussed in Part IV.
Transnational Precedents: How Courts Assess Companies Without a Life of Their Own
Poland is not a pioneer in this contest. The concept of central management and control, developed in British case law since De Beers Consolidated Mines Ltd v Howe [1906] AC 455, has migrated through the common law world and, by way of treaty language, into civilian systems. Several decisions of the last decade illustrate how courts evaluate a foreign company managed from the owner’s country of residence, where the formal organs sit abroad and the real decisions are taken at home. They are decisions of foreign systems and carry comparative rather than binding weight in Poland; their convergence is, however, itself an argument.
A. Australia: Bywater Investments (2016)
Four companies incorporated in the United Kingdom, the Bahamas and Samoa, with their formal organs abroad, were in reality managed from Sydney by an accountant who took every decision while the boards merely recorded them. In its judgment of 16 November 2016, the High Court of Australia unanimously held the companies to be Australian residents. The residence of a company, the Court reasoned, is first and last a question of fact and degree, to be answered according to where central management and control actually abide, and foreign organs that have abdicated their judgment to a third party do not relocate residence abroad. The Australian Taxation Office subsequently issued revised guidance to the effect that a foreign company controlled from Australia may be subject to Australian tax even where the whole of its operational business is carried on overseas.
B. United Kingdom: Wood v Holden, Laerstate and Development Securities
The British line is more nuanced than the slogan of “mindless signing” suggests. In Wood v Holden [2006] EWCA Civ 26 the Court of Appeal distinguished influence or advice exerted by a shareholder or adviser, which is permissible, from usurpation of the board’s function, which relocates management; a board that considers a proposal and adopts it exercises management even where the proposal originated elsewhere. In Laerstate BV v HMRC [2009] UKFTT 209 (TC), a Dutch company had a dominant shareholder resident in the United Kingdom and a local director who signed documents without information and without deliberation; the tribunal held the company to be UK resident and articulated a scale that continues to serve as a measure: signing without information does not protect residence, whereas considering the matter on sufficient information and taking a decision, even one in accordance with the shareholder’s wishes, does. In HMRC v Development Securities plc [2020] EWCA Civ 1705 the Court of Appeal, on the particular findings of fact, confirmed that a board which implements instructions without exercising its own judgment does not exercise management, however regularly it meets and however carefully it minutes its proceedings. The lesson is portable to any structure in which a Polish owner appoints a foreign director in order that a name may appear in the register; the myth of the nominee director collapses in each of these systems in the same way.
C. Canada: Landbouwbedrijf Backx (2018 and 2019)
A Dutch company with its registered seat in the Netherlands and a director resident in the Netherlands, all of whose substantive decisions were taken by shareholders resident in Canada, was held to be a Canadian resident by the Tax Court of Canada (2018 TCC 142). The Federal Court of Appeal found no reviewable error in the finding on central management and control, although it set the judgment aside and remitted the matter on other grounds concerning treaty protection and the consequences of a change of residence (2019 FCA 310). A director who performs administrative and clerical tasks does not exercise management. The case carries a further lesson of particular relevance to those who have filed for years without inquiry: the Canadian authority had treated the company as a non-resident for a decade before changing its position, and the courts held that the earlier acceptance did not bind it. Years of quiet do not confer a right to further quiet.
D. Germany: the place of management in the director’s flat
German fiscal courts have adjudicated such disputes for decades, Germany having experienced in the 2000s a wave of English private limited companies formed by its own nationals. The Bundesfinanzhof has consistently held that the place of management (Ort der Geschäftsleitung, section 10 of the Abgabenordnung) is the place where the will decisive for the conduct of the company’s business is formed, assessed by reference to day-to-day transactions rather than solely to strategic decisions, and that this place may lie in the director’s private residence (judgment of 23 January 1991, I R 22/90) or, as in the case of a foreign construction company, in the director’s flat or in site containers (judgment of 16 December 1998, I R 138/97); the day-to-day standard is restated in the judgment of 5 November 2014, IV R 30/11. The administrative guidance to the Abgabenordnung adds an evidential rule: where the authority excludes the declared foreign place of management and no other place can be established with sufficient certainty, including for want of the taxpayer’s cooperation, the place of management is presumed to be the director’s residence or the seat or residence of the shareholders. It is a German solution, not a universal one, but it shows in which direction a taxpayer’s silence operates.
E. European Union: AFMB, or the letterbox company in social security
In the field of social security the decisive authority is the judgment of the Grand Chamber of the Court of Justice of 16 July 2020 in AFMB Ltd and Others (C‑610/18). A Cypriot company concluded employment contracts with lorry drivers resident in the Netherlands and maintained that, as an employer established in Cyprus, it was subject to Cypriot contributions. The Court held that the employer, for the purposes of the coordination regulations, is the undertaking that exercises actual authority over the worker, that in reality bears the cost of his wages, and that has the actual power to dismiss him, and not the undertaking named in the contract. A name on a contract does not export contributions.
F. Finland: when a state amends its statute
An instructive example concerns Estonia’s neighbour. For many years Finland treated as resident only companies formed under its own law, which made foreign companies, Estonian OÜs among them, a convenient vehicle for Finnish entrepreneurs. With effect from 1 January 2021 the Finnish Income Tax Act treats as resident any foreign body corporate whose place of effective management is in Finland, and the Finnish Tax Administration counts remote participation in board meetings from Finnish territory among the circumstances taken into account. A state that observes its residents managing foreign companies from its territory amends its law rather than its practice. Poland, which had applied the management criterion for decades, gave it a statutory definition in 2022.
IV. England, Estonia and the United States: Three Instruments, One Foreign Company Managed from Poland
A. The English private limited company
After Brexit the British company lost its freedom of establishment within the Union, and with it part of the reasoning by which its choice had been defended. It has, moreover, a characteristic to which its Polish founders rarely attend: its register is public and machine-searchable. Companies House discloses directors and persons with significant control together with their country of residence; a query for companies whose sole director declares Poland as the country of usual residence requires no international cooperation whatever. There is, in addition, the Protocol on Social Security Coordination to the Trade and Cooperation Agreement between the European Union and the United Kingdom, which preserved the principle of the place of work, subject to the exceptions for posting and multi-state work: a person working in Poland for a British employer is as a rule subject to Polish legislation, and an employer without a place of business in Poland discharges the obligations of a contribution payer as though it had one. The employer may agree with the worker that the latter will perform the payment obligations on its behalf, but such an agreement does not release the employer from its underlying liability.
B. The Estonian OÜ
The Estonian model, under which retained profit is not taxed and tax is levied only upon distribution, attracts thousands of applicants through the e-Residency programme. The programme itself, on its own pages, warns e-residents that a company managed from another state may be treated as resident there, and that e-residency is not tax residence, whether for the company or for the individual. In relation to Poland, however, the mechanism differs from that applicable to a British company. The Polish authority may find that an OÜ has its management in Poland under Article 3(1a) of the Corporate Income Tax Act, but the Poland and Estonia treaty allocates treaty residence to the state of incorporation, so Poland will not tax the company’s worldwide income as a resident. It will tax the profits attributable to a permanent establishment in Poland (Articles 5 and 7 of the treaty), whether or not a formal branch of the foreign company has been registered, and a place of management is a permanent establishment where it satisfies the general characteristics of a fixed place of business, as is a person habitually concluding contracts on the company’s behalf. For a single-member OÜ whose entire activity is carried on from Poland, the profits attributable to such an establishment approach the whole, and the Estonian zero rate on retained profit yields nothing to credit, no tax having been paid. There are, moreover, the Polish controlled foreign company rules, which may tax the company’s income at the level of the Polish shareholder where the company pays abroad a tax lower by at least one quarter than the hypothetical Polish tax and at least one third of its revenues derive from the sources enumerated in the statute, which include, besides dividends, interest and royalties, specified intangible services such as advisory, accounting, advertising and data-processing services; the exemption for EU and EEA entities carrying on substantial genuine economic activity requires that the activity be genuinely carried on in the state of incorporation, not from Poland. The role of powers of attorney as an indicator of de facto control under those rules has been analysed separately.
C. The American LLC
A single-member limited liability company is, for the United States federal fisc, a disregarded entity by default, unless it elects to be taxed as a corporation: it pays no income tax, and its income is the income of its member. Polish interpretive practice has in many rulings followed the same path, treating the income of such an LLC as the income of the Polish resident member, taxable in Poland currently and irrespective of distribution; the classification of that income into a source depends on the nature of the activity and requires assessment in the individual case. The structure therefore defers nothing and adds obligations: a foreign-owned disregarded LLC must file in the United States an information return on reportable transactions with its owner (Form 5472 attached to a pro forma Form 1120), reportable transactions including contributions and distributions, and failure to file attracts an initial penalty of 25,000 dollars, with continuing penalties after notice from the Internal Revenue Service. The popular proposition that the United States constitutes a haven because it has not joined the Common Reporting Standard overlooks that the Polish authority requires no American exchange of information where the income is in any event reportable in the member’s Polish return. The tax advantages of US LLCs for international business are real for some owners; a Polish resident managing the company from Poland is rarely among them.
V. The Consequences of a Finding That a Foreign Company Is Managed from Poland
A finding that a foreign company managed from Poland is a Polish resident or has a permanent establishment here activates a set of obligations whose sum most owners first encounter in a tax audit protocol. Each has its own test and its own outcome.
Corporate income tax falls due on worldwide income in the case of residence and on attributable profits in the case of a permanent establishment, with returns filed retrospectively and interest accruing. Foreign tax actually paid is creditable as a foreign tax credit within the statutory cap and the treaty allocation of taxing rights; where the British rate approximates the Polish rate the credit absorbs most of the Polish tax, but it does not remove the filing obligations, the interest or the exposure to penalties, and where the Estonian rate on retained profit is zero there is nothing to credit. Whether the structure yielded any advantage at all must be computed for the specific company; for small taxpayers entitled in Poland to the 9 per cent rate, the result is frequently unexpected.
Value added tax follows its own establishment test. The place of business for VAT purposes is the place where the essential decisions concerning the general management of the business are taken and where its management meets (Article 10 of Implementing Regulation (EU) No 282/2011); a postal address does not suffice. A finding of management for income tax purposes does not decide the VAT question, but it rests on the same facts; the treatment of a subsidiary as a fixed establishment shows how far the two analyses can diverge. A company managed from Poland that sold to consumers through a foreign one-stop-shop scheme, or that issued reverse-charge invoices to Polish business customers, may have accounted for VAT under the wrong regime; each category of supply must be assessed separately by reference to its place of supply, the status of the customer and the involvement of the establishment. The Polish concept of fixed establishment for VAT has its own body of case law.
Withholding obligations may arise retrospectively. Upon a finding of management or of a permanent establishment in Poland, the company may be treated, with retrospective effect, as the payer of advance income tax on remuneration paid to natural persons, category by category, with liability for unwithheld advances limited to interest to the extent that the recipients themselves declared and paid the tax. A place of management is listed in the treaties as an example of a permanent establishment (Article 5(2)(a)) provided that it satisfies the general characteristics of a fixed place of business, and an agency permanent establishment depends on the facts and on the wording of the particular treaty.
Social security contributions exist independently of tax residence. A person performing work in Poland under a contract of mandate or a contract of employment is as a rule subject to Polish contributions regardless of where the principal has its seat, subject to the coordination exceptions for posting and multi-state work, and a foreign employer discharges the payer’s obligations as a Polish employer would. A contractual clause shifting “tax settlements” to the contractor is not an agreement on the performance of the payer’s obligations and alters nothing in this sphere.
VI. Who Pays: the Company or the Individual
The question that owners of a foreign company managed from Poland pose last is the most important, and the answer in Poland is today unsettled. Board member liability for the arrears of a Polish company limited by shares arises under Article 116 of the Tax Ordinance (Ordynacja podatkowa), and the arrears of “other legal persons” to the members of their managing bodies under Article 116a; the mechanism is examined in this firm’s analysis of the personal liability of directors for tax obligations. Whether “other legal persons” includes companies governed by foreign law is a question on which the Supreme Administrative Court is divided: one line answers in the affirmative (judgments of 25 January 2023, III FSK 1597/21; of 22 June 2023, III FSK 2206/21; and of 4 July 2023, III FSK 3216/21), while another holds that the provision does not extend to the members of the governing bodies of entities formed and operating under a foreign legal system (judgments of 25 October 2023, III FSK 173/23; of 29 November 2023, III FSK 3768/21; and of 19 January 2024, III FSK 3731/21). The authorities apply the provision regardless of that divergence, and the outcome of a dispute depends on the composition of the bench; it is therefore a real line of defence, but not a guarantee. Where the provision applies, a decision imposing liability for taxes requires a prior decision against the company (save for arrears arising from filed returns), which, once the company has been struck from the foreign register, may prove difficult to obtain. In the field of social security no such barrier exists: the Social Insurance System Act (ustawa o systemie ubezpieczeń społecznych) does not incorporate that requirement, and the Supreme Court (Sąd Najwyższy), in a resolution of seven judges of 15 October 2009 (I UZP 3/09) rendered in respect of a Polish limited liability company, held that a board member is liable for the company’s contribution arrears even where the decision imposing liability is issued after the company has been struck from the register, the contribution obligation arising by operation of law. Claims arising from such a decision become time-barred five years after the end of the year of its issue, later than the contributions themselves and later than the deadline for issuing the decision, a point at which the general rules on the statute of limitations for tax obligations and on its tolling and interruption become decisive; the liability of board members for statute-barred obligations and the defensive strategies and exculpatory grounds available to them are discussed elsewhere on this site.
To this must be added the fiscal penal liability of the person who conducts the company’s economic affairs (Article 9 § 3 of the Fiscal Penal Code, Kodeks karny skarbowy). The Code requires intent as a rule and punishes negligence only where it expressly so provides; an error as to the content of the tax law norms which determine who is a taxpayer or a payer excludes intent (Article 10 § 1), and a justified unawareness of punishability excludes culpability (Article 10 § 4). A defence founded on error is real, but it is assessed separately for each act and is subject to two conditions that are forgotten at the moment of incorporation: the defendant must be able to demonstrate the basis of his belief that no Polish obligations existed (written professional advice, official positions of the authorities, consistent practice), advice being evidence rather than immunity, and the belief must have existed at the time of the act. One who learns of the problem and continues to operate the company as before weakens that line for future periods. The absence of any tax advantage from the structure is among the stronger indications of the absence of an intent to evade, but it removes neither the formal obligations nor their breach; where tax evasion begins and mere non-compliance ends is a question of the mental element, not of the amount.
VII. Why “No One Will Find Out” Is a Poor Foundation
The argument that a foreign company managed from Poland is invisible to the Polish authority rested on a world that preceded automatic exchange of information. Today several mechanisms operate concurrently: the Common Reporting Standard, under which banks report entity accounts and, depending on the entity’s classification, their controlling persons to the state of residence; Directive DAC7, under which online platforms transmit data on sellers and their consideration; the mandatory disclosure of tax arrangements (MDR), which covers arrangements meeting the statutory hallmarks; registers of beneficial owners, still public in Poland and, in a number of Member States following the Court of Justice’s judgment in WM and Sovim (C‑37/20 and C‑601/20), accessible to authorities and to persons with a legitimate interest; and public company registers disclosing the directors’ country of residence. None of these mechanisms decides a case by itself, but together they create a situation in which a state wishing to identify foreign companies managed by its own residents possesses instruments requiring no cooperation from any other state; the reporting obligations recently extended to crypto-assets under DAC8 belong to the same family. Domestic instruments complete the picture: the authority may inspect bank accounts without any foreign exchange of information, and foreign bank accounts held by the company are within the reach of the reporting standards described above. A separate channel consists of events on the taxpayer’s own side: applications to the authorities in unrelated matters, the returns of collaborators, disputes among shareholders, an audit at a counterparty.
A cautious lawyer does not build a client’s strategy on the premise that no audit will occur. He builds it on what will happen when one does: which years are time-barred, which obligations have been extinguished by the recipients’ own payment of tax, what contemporaneous evidence of good faith exists, who is the proper addressee of any claim and under which procedure. The client who holds such an analysis sleeps better than the client who holds only an estimate of low probability.
VIII. What to Do If One Already Has Such a Company
First, assess honestly where management lies. If every decision, contract, payment and communication with the accountants originates in Poland, the foreign company managed from Poland has its management here within the meaning of Article 3(1a) of the Corporate Income Tax Act, and what follows depends on the applicable treaty: under the British treaty, on the agreement of the competent authorities; under the Estonian treaty, on the existence of a permanent establishment. The assessment should be conducted on contemporaneous documents, since minutes created after the fact aggravate rather than assist.
Second, quantify the exposure by the method of the defender rather than that of the adviser: year by year and tax by tax, with limitation periods, with credit for tax paid by the recipients of payments, with regard to the concurrence of insurance titles, and with alternative outcomes for the contested questions. The sum of all obligations at their full amount is usually higher than the amount the authority could realistically establish, because it aggregates items that the law treats as mutually exclusive; by how much is known only once the calculation has been made.
Third, choose a course. Voluntary regularisation accompanied by a voluntary disclosure under Article 16 of the Fiscal Penal Code offers certainty as to the amount and protection from fiscal penal liability, but only on the statutory conditions: the disclosure must precede the authority’s documented knowledge of the offence, must reveal the material circumstances and the persons involved, and must be followed by payment within the prescribed time; the correction of a return under Article 16a is a separate mechanism, and regularisation of tax does not dispose of every other liability. A defensive stance, that is, not volunteering the past while complying with current obligations, is an exercise of the privilege against self-incrimination, but it requires the preservation of evidence, a protocol for responding to any summons, and an appreciation that in the sphere of contributions limitation runs long and personal liability lies nearer than in taxation. Between these courses lie intermediate variants, for instance the regularisation of contributions alone by the company acting as a foreign payer, which does not prejudge the dispute over residence.
Fourth, if the structure is to continue, assess it jurisdiction by jurisdiction and treaty by treaty, and then endow it with substance or wind it up. Substance is not a shopping list but an arrangement in which the board is composed of persons who possess, in the state of incorporation, real competence and real information, meetings and decisions take place there and are documented there, and the role of the Polish resident is confined to executive functions supervised by the board; even then, functions performed from Poland may raise questions of permanent establishment, VAT and social security. A structure that cannot be defended on those terms should be accounted for in accordance with the facts, and where the facts and the applicable treaty point to Poland, as Polish; a structure that survives the residence test may still be examined under the general anti-avoidance rule, which asks about substance in its own terms.
IX. Conclusion
A foreign company managed from Poland is neither an offence nor an error in itself. The error lies in the belief that registration abroad relocates the tax, and that the name of a company on a contract relocates the contributions. The High Court of Australia, the Federal Court of Appeal of Canada, the German Bundesfinanzhof, the British courts and the Court of Justice of the European Union have arrived by different routes at the same conclusion: residence, establishment and contributions follow the facts, and the facts are located where the individual who takes the decisions and performs the work is seated. Poland has applied that principle for decades and, since 2022, has written its definition into the statute.
Readers who conduct a company in England, Estonia, the United States or elsewhere and manage it from Poland may obtain from Kancelaria Prawna Skarbiec a written analysis of the place of management and of any permanent establishment under the applicable treaty, a quantification of tax and social security exposure by reference to the actual limitation periods, and a statement of the available courses of action with their respective costs and consequences. The first step is a review of the company’s documents rather than a conversation; conclusions on which six-figure sums depend are made in writing.
Robert Nogacki is a Polish attorney at law (radca prawny), the founder and managing partner of Kancelaria Prawna Skarbiec (Skarbiec Law Firm), which has operated continuously since 2006.
The law is equal for everyone, but the parties rarely are: on one side stands an organization with time, money, and lawyers, on the other a person with one business, one nest egg, and one life.
Clients rarely come to him with a legal problem. They come with a problem that also has a legal side: an audit that began with a single invoice, money entrusted to someone who has disappeared, a company that has to be passed on before it is too late. Most such matters are decided long before the first letter is written, in decisions made without asking and in deadlines nobody remembered. So he begins by asking how the client got here, not what the client should have done.
He advises entrepreneurs and families from more than a dozen countries, including those whose accounts the tax office has just seized and who do not know what to do tomorrow morning. He defends them in tax audits, customs and fiscal inspections, disputes with the tax authorities, and criminal tax proceedings. He represents victims of investment fraud and Ponzi schemes. He helps families set up family foundations and plan succession, so that a life’s work outlasts a single generation.
Not every case can be won. Every case can be run so that the client knows where they stand. Since 2006 he has represented the victims in the WGI case (Warszawska Grupa Inwestycyjna, the Warsaw Investment Group), one of the longest criminal cases in the history of the Polish financial market, because some things must not be left half finished, even when they take two decades. In the case of the collapsed cryptocurrency exchange Zonda (Zondacrypto, operated by BB Trade Estonia OÜ), he represents several hundred victims in the criminal investigation conducted by Poland’s National Prosecutor’s Office and in the Estonian bankruptcy proceedings.
Kancelaria Prawna Skarbiec is listed in the rankings of Poland’s largest tax advisory firms published by Dziennik Gazeta Prawna and Rzeczpospolita, and it is a four-time recipient (2015 to 2018) of the European Medal awarded by the Business Centre Club and the European Economic and Social Committee. Robert Nogacki publishes regularly, in the press and on the firm’s website, for people who have a problem rather than a law degree, because a legal opinion the client cannot understand protects only the lawyer.
He believes that the best legal advice is the kind that means the client never has to appear in court.
