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 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.
