Company Without a Management Board: Who Gets the VAT Bill

In November 2024 someone sold a used car for PLN 9,500, signing the contract with the name of a man who for two and a half years had been neither a board member nor a shareholder of the company, and with the tax identification number (NIP) of a company that had had no management board for just as long. The buyer registered the car in his own name. The tax office decided that the company had been the seller and assessed its VAT for thirteen accounting periods, with a penalty surcharge on top. The Provincial Administrative Court in Gdańsk set aside the decisions of both instances (judgment of 6 October 2026, case no. I SA/Gd 325/26), because a number on a contract identifies the company but does not prove that the company was a party to it. Who the taxable person is when a company has no management board is therefore settled on the facts, not on the number. A dispute over PLN 29,000 lays bare a mechanism that works at far larger sums.

Can a company without a management board conclude a contract?

The limited liability company was formed in 2021 with car dealing as its stated business. It never registered for VAT and never filed a VAT return. For the first few months its founder was both its sole shareholder and the president of its management board. In December 2021 he ceased to be a shareholder and another company became the sole shareholder. In May 2022 he was struck off as a board member, and from that moment the company had no one who could represent it. Contracts for the sale of cars bearing its NIP nevertheless kept appearing in 2022, 2023 and 2024, and four of them were signed with his name.

When the tax office had gathered the contracts covering fifteen used cars, it had no one to serve its letters on, so, as Article 138 § 3 of the Tax Ordinance (Ordynacja podatkowa) requires, it applied to the registry court for a curator, a court-appointed representative for a company that has lost its governing body. The court appointed an advocate to the role.

The head of the tax office assessed the company’s VAT at the 23% rate for thirteen periods between 2021 and 2024, finding by his own calculation an understatement of PLN 29,021, and imposed an additional tax liability of 20%, the VAT penalty surcharge. The curator, called on by both instances to produce the company’s documents, replied in the appeal proceedings that he knew only what the contracts in the file showed and that obtaining anything more would take time. The former president, questioned as a witness only by the Director of the Tax Administration Chamber, the appellate authority, in December 2025, first testified that he had not sold cars while president, and then that he had held a power of attorney from the company for contracts “up to some specified value” which he could not recall. He could not say whether it was he who had signed the contracts, and added that the signatures in his family look alike. The Director established neither the content of that power of attorney, nor its duration, nor whether it existed in writing. He nevertheless accepted that all the transactions were on the company’s account, eliminated one period and upheld the rest of the decision. Both decisions rested on material that no one on the company’s side was able to supplement.

The reasoning of both decisions could be summed up in four “since” clauses: since the company’s NIP appears on the contracts, the company was the seller; since it sold cars repeatedly, it was carrying on a business; since it traded in passenger cars as goods, the turnover-based exemption for small businesses did not protect it; since it filed no returns, it understated its liability, which justifies the penalty.

When can liability be attributed to a company without a management board?

The Gdańsk court set aside the decisions of both instances and recalled that a decision cannot be issued without establishing that, in the specific transaction, the entity acted as a taxable person, and before that, that it was a party to the transaction at all. The court did not question the principle itself: a taxable person for VAT is whoever carries out taxable transactions, registered or not (see “VAT Registration in Poland: VAT-R, Threshold, Deregistration”), so the authority was entitleA board member, silent, against the backdrop of the company’s empty boardroom tabled to tax a company unknown to the VAT register. What it rejected was the shortcut.

The first comparison of dates exposed the problem. Four of the nine contracts naming the company as the seller were signed with the former president’s name in periods when he was no longer a shareholder or a board member. For three other contracts from 2021, in which he himself appeared as the seller, the authority did not examine whether he acted as the company’s representative or privately, and in two contracts, including one of those three, the entry identifying the seller is illegible. The court called the authorities’ findings premature and separated what the decision had conflated: the NIP is an element of identifying an entity, but whether a contract binds the company depends on the authority of the person who signed it. Before the tax is counted, it has to be established who physically acted, in whose name and on whose account, and whether the supply actually took place. The answers decide who the taxable person is. A NIP answers none of these questions. An authority that derives authorisation from a number, and a supply from that authorisation, does the same thing as whoever used the number, only in reverse: it treats the number as an identity that can be used without people.

The court added three caveats that rule out reading the judgment as a recipe of “abandon the company and the VAT disappears”. One invoice was issued in October 2022, after the board had been struck off. If the goods were really sold and handed over, the absence of a governing body does not release the company from output VAT, nor, as a rule, does it deprive the buyer of the right to deduct. For the 2021 invoice, which according to the curator documented a sale between the company and its then president, who was its sole board member and at the same time its sole shareholder, the court directed the authority to consider Article 210 § 2 of the Commercial Companies Code (Kodeks spółek handlowych), which requires a notarial deed on pain of nullity, but it did not turn nullity into a shield, because what counts in VAT is the actual transfer of the right to dispose of the goods, not the contract’s validity under civil law (Article 5(2) of the VAT Act says as much): a void contract can lead to an effective supply, and a formally correct contract does not prove a supply that no real economic operation stood behind. The third caveat concerns the burden of proof. It rests on the authority, but the party is not relieved of its duty to take part in gathering the evidence, especially when it contests the authority’s findings. Where a party, as the curator here, is unable to produce documents for objective reasons, their absence is not evidence in the authority’s favour either.

The judgment sets the decisions aside and remits the case, and at the time of publication it is not yet final. The company did not win the dispute over the tax, only the dispute over method: it has not been freed from the tax, and the authority has received a list of questions it may not issue another decision without answering. The penalty, that is the additional liability of 20% imposed on an entity whose participation in the transactions had not been shown, fell together with the assessment, but the order of events remains instructive: first the authorities calculated the penalty, then the court asked for the evidence.

Ready-made companies and the active VAT number

Hard as it is to agree with the way the tax office went about it, the wider context of this dispute has to be looked at as well: abuses in the market for ready-made companies. In this case the company was not even registered for VAT; only its name and its NIP were used. The mechanism, however, is the same, and it works all the more strongly the more a company has to offer. The people who formed the company can leave, the shareholder can change, the registered office can move to a virtual office, but the tax identification number stays, and with it, until the head of the tax office strikes the company off the VAT register, what is most valuable in trade: the status of an active VAT taxpayer and an EU VAT number. That is why a so-called “active VAT number” has become a commodity, traded by selling the shares in the company. The sale of shares itself is lawful and everyday: someone set up a company for a project that did not work out and sells it to someone who does not want to wait for registration. The advertisements are public: a ready-made company with VAT and EU VAT registration from PLN 2,499, ready to operate within 24 hours, and, higher up the range, companies formed in 2009 or 2016, with a registration going back more than a decade, quarterly VAT and an EORI number. The register, moreover, is in constant motion: between March 2024 and March 2025 the tax offices removed nearly 132,500 entities from the VAT register, most often for suspended activity or unfiled returns, but also because “the taxpayer does not exist” or cannot be contacted (Article 96(9) and (9a) of the VAT Act).

But what if the shares in the company are sold, the old board resigns, and the buyer carries out transactions in the company’s name using its status as an active VAT taxpayer?

The main basis of personal liability for a company’s tax arrears is Article 116 of the Tax Ordinance, which covers board members and former board members, but only for arrears whose payment deadline fell during their time in office (see “Personal Liability of Directors for Tax Obligations Under Polish Law”). It would seem, then, that it is enough to resign and let the number keep working: no one will answer for what happens afterwards. That calculation is wrong, and the law distinguishes three situations here. First: the company has been sold and continues under a new board. Then the old board is liable for arrears from its own period, the new board for its own, and the number works legally. Second: the company has lost its board, but the contracts were concluded by someone holding a power of attorney from it, and a power of attorney granted by a company does not, as a rule, lapse when the board ceases to exist. Then the company remains the taxable person, the authority is entitled to apply for a curator and to tax it, and the person who actually ran its affairs, though absent from the register, is not liable under Article 116 of the Tax Ordinance, which as a rule reaches only formally appointed persons, but is liable under fiscal penal law as a perpetrator (Article 9 § 3 of the Fiscal Penal Code, Kodeks karny skarbowy). The rule has an exception, and it concerns precisely the former board member: whoever resigned only on paper and goes on running the company has freed himself of nothing, because the Supreme Administrative Court takes the view that actually performing the duties of a board member after a formal resignation, or after the mandate has expired with no one appointed in his place, gives rise to liability under Article 116 as if the resignation had never happened (among others, the judgments of 3 August 2017, II FSK 807/17, and of 8 August 2017, II FSK 1903/15; the Supreme Court collected that line of case law in its order of 12 December 2017, II UK 50/17), and the burden of showing that a president still entered in the register did not in fact hold the office rests on him. Third: someone used the company’s name and number without any authority. Then the company was not a party and is not the taxable person. The taxable person is whoever actually sold the car and took the money, and it is to him that the authority should assess the tax together with the penalty, while another person’s name under a contract without authorisation is forgery of a document (Article 270 § 1 of the Criminal Code), and using another’s business name to conceal one’s own activity, where it exposes tax to depletion, is trading under a borrowed name, “firmanctwo” (Article 55 of the Fiscal Penal Code). In none of these situations does resignation relieve the former president of arrears whose payment deadline passed while he still sat on the board, and a decision issued years later to an abandoned company is evidence of their existence in his case. The difficulty lies elsewhere: none of the three situations can be seen from a contract bearing a NIP. Telling a staged abuse apart from an ordinary sale of a company, from the loss of a board, or from a stranger’s use of its identity requires findings of fact, and it was precisely those that the authority in this case avoided.

A tax authority in such a situation has two roads. The first runs through the facts: question the buyers, establish whom they paid and from whom they collected the keys, in whose name the signatory acted, and whether these were the company’s transactions at all or someone else’s business under its name. The second is the shortcut: since the company’s NIP is on the contract, the company is the taxable person, and the rest is arithmetic. The second road has one advantage: it meets no resistance. The burden of proof formally lies with the authority, but in practice it is tested only by an opponent who knows the facts, and a curator does not know them. A decision against a company with no board is therefore issued without any dispute over the facts, becomes final without a single objection, and years later, when enforcement against the empty company proves ineffective, returns as evidence in proceedings on the liability of a former board member. This judgment came about only because the curator took the file to court. In many such cases nobody does.

Former board member’s liability for the company’s VAT

For the former president the matter has one more dimension. The basis of his liability may become an assessment decision issued to the company in proceedings he is the last to learn about, and in which he is questioned, at most, as a witness. The Court of Justice of the EU in Adjak (judgment of 27 February 2025, C-277/24) held that he need not be a party to those proceedings, provided that in the proceedings on his own liability he can effectively challenge the authority’s findings and gain access to the file. The Minister of Finance and Economy accepted in a general interpretation of 29 August 2025 (DTS2.8012.5.2025) that the decision against the company is, in the board member’s case, evidence and not a prior ruling that binds the authority, and that whoever did not hold office during the company’s proceedings retains the full right to raise objections. It is a defence mounted years later, on someone else’s file and against a decision that already stands, but it is a real defence and must be used. That is why the evidentiary standard in the case of an abandoned company is fought for in other people’s interest: the people who stood behind it and those who later bought it together with its whole history.

Whoever leaves the board as its last member has, since 1 March 2019, to submit the resignation to the shareholders by convening a general meeting, and the resignation takes effect on the day after the date set for that meeting, unless the articles of association provide otherwise (Article 202 § 6 of the Commercial Companies Code). That puts the departure in order, but it closes neither the fate of the number nor the liability of someone who left only on paper. Whoever sells a company with an active VAT number should know whom they are selling it to and leave a trace of it: the buyer’s identity, the source of funds, the reason for the purchase. A sale to someone who cannot say what they intend to do with the company is often the first link in a chain at whose end there is a summons for the seller. Whoever buys shares buys the company together with a number that anyone may have used before them. A buyer of shares is not personally liable for the company’s debts (Article 151 § 4 of the Commercial Companies Code), but will pay them out of its assets, so before putting a name to the company the buyer should check the history of registrations and removals on the white list, the Ministry of Finance’s online register of VAT taxpayers, the dates of board changes in the National Court Register (KRS), and demand from the seller the returns for the company’s entire existence. Examining that history before the transaction costs a fraction of a dispute over it years later. Whoever defends the company or its former board should demand findings transaction by transaction instead of accepting a narrative about the whole, and should treat the deadline for commenting on the evidence before a decision is issued (Article 200 of the Tax Ordinance), which in this case passed unused, as the occasion to name the gaps in the file before the decision rather than only before the court (see “Tax Litigation in Poland”).

Summary

The tax authorities may tax a company that no one represents. They may not tax a company whose participation in a transaction they have not proven. Writing a number into a contract is not enough to settle who the taxable person was, and striking a name off the register is not enough to settle who answers for it. The most convenient taxpayer is the one who stays silent, and that is precisely why the courts must see to it that silence does not take the place of evidence.

Legal status as at [publication date]. The judgment of the Provincial Administrative Court in Gdańsk of 6 October 2026, case no. I SA/Gd 325/26, is not final.

Robert Nogacki

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.