Tax customs & excise

Liability of the company’s management board member for tax liabilities

The provisions of art. 116 § 1-2 of the tax ordinance introduce the general rule that members of the management board are jointly and severally liable for tax arrears of a capital company with all their property, if enforcement against the company’s assets turned out to be ineffective in whole or in part, however, the liability of management board members covers tax arrears due to liabilities whose payment deadline expired while performing their duties as a member of the management board or obligations that arose during the performance of these duties (within the scope of art. 52 and art. 52a of the tax ordinance).

The Provincial Administrative Court in Gliwice, in its judgment of 23 November 2020 in the case I SA/Gl 144/20, interpreted the above provision, stating that the condition for assigning a management board member to be liable for the tax liabilities of a capital company is the actual performance of the function in a given period of time. Therefore, it is not sufficient just to be formally appointed as a member of the management board.

The above ruling deserves approval, because it is favorable to persons formally acting as a board member who did not actually conduct the company’s affairs and did not represent it, e.g. due to a long-term illness, maternity or parental leave.

Author team leader DKP Legal Michał Puk
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