The Board is not a place to relax.

It is a space where every decision has consequences.

When a company is struggling financially, responsibility for its debts can fall on the members of the management board – sometimes in the form of subsidiary liability.

An example of a recent successful case of a client of the law firm BBS-Legal:the client – a former member of the management board, faced a decision of the Tax Office, which imposed on him subsidiary tax liability in the amount of over PLN 1 million.

The decision was upheld by the Director of the Tax Administration Chamber.

• What did this mean for our client?

• Well, only that, despite the tax liability originally imposed on the company, liability was ultimately attributed to it.

BBS-Legal’s defence, consisting of Bartłomiej Pietruszka, solicitor, and Łukasz Laskowski, solicitor, presented several key arguments:

• Premature liability – The company had assets that could be used to enforce the debt.

• It should have first tried to recover the money from the company itself.

• Incorrectly applied enforcement measures – defects in the application of the measures may have led to the statute of limitations on tax liabilities, which may be crucial in this case.

• • Violation of the service procedure – the tax authorities committed irregularities in the service of their decisions, which could undermine the effectiveness of the entire procedure

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However… Despite these arguments, the Provincial Administrative Court ignored the pleas of the defence, stating only that, as a result of the ‘covid Law’, the limitation period may have been extended.

Moreover, it did not take into account the defects in the enforcement proceedings.

The defence filed a cassation complaint against the above decision with the Supreme Administrative Court, which, on 30 January 2025, found it justified, thus overturning the judgment of the Provincial Administrative Court.

The Supreme Administrative Court ordered the case to be re-examined and the WSA to rule on the allegations raised by the defence.

Thanks to the efficient action of the attorneys, the case is still open and our client has a chance for justice, but we share it to show how great the responsibility is for the management of companies.

The protection of board members is not only a matter of criminal law, but also, among other things, of tax law.

Liability for the company’s debts can be shifted to the managers in the event that the company is unable to pay its obligations.

It is therefore important that the board of directors is aware of the mechanisms that allow for an effective defence against personal liability, both criminal and tax.