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].
Founder and Managing Partner of Skarbiec Law Firm, recognized by Dziennik Gazeta Prawna as one of the best tax advisory firms in Poland (2023, 2024). Legal advisor with 19 years of experience, serving Forbes-listed entrepreneurs and innovative start-ups. One of the most frequently quoted experts on commercial and tax law in the Polish media, regularly publishing in Rzeczpospolita, Gazeta Wyborcza, and Dziennik Gazeta Prawna. Author of the publication “AI Decoding Satoshi Nakamoto. Artificial Intelligence on the Trail of Bitcoin’s Creator” and co-author of the award-winning book “Bezpieczeństwo współczesnej firmy” (Security of a Modern Company). LinkedIn profile: 18 500 followers, 4 million views per year. Awards: 4-time winner of the European Medal, Golden Statuette of the Polish Business Leader, title of “International Tax Planning Law Firm of the Year in Poland.” He specializes in strategic legal consulting, tax planning, and crisis management for business.