{"id":2029,"date":"2024-11-13T12:02:06","date_gmt":"2024-11-13T11:02:06","guid":{"rendered":"https:\/\/milewska.legal\/?p=2029"},"modified":"2025-01-13T14:13:54","modified_gmt":"2025-01-13T13:13:54","slug":"the-statute-of-limitations-of-liability-of-a-management-board-member-for-companys-obligations","status":"publish","type":"post","link":"https:\/\/milewska.legal\/en\/the-statute-of-limitations-of-liability-of-a-management-board-member-for-companys-obligations\/","title":{"rendered":"The statute of limitations of liability of a management board member for company’s obligations"},"content":{"rendered":"

Art. 299 \u00a7 1 of the Commercial Companies Code – Responsibility of a member of the management board for the \u2018ordinary\u2019 obligations of the company<\/span><\/b>\u00a0<\/span><\/p>\n

If enforcement proceedings against a company proves unsuccessful, members of the management board are jointly and severally liable for company’s obligations. In other words, in case of a very weak financial condition of the company (of the debtor), the creditor may ask each member of the management board to pay the debt \u2018instead of\u2019 the company, from their own assets.<\/span>\u00a0<\/span><\/p>\n

This provision is most often applied when the company is in arrears with payments for classic invoices (such as rent, sales, supplies, services).<\/span>\u00a0<\/span><\/p>\n

The provision of art. 299 \u00a7 1 of the Commercial Companies Code indicates the so-called tortious liability (compensation, non-contractual liability), and therefore the source of limitation of this liability is to be found in the Civil Code (art. 442<\/span>1<\/span> \u00a7 1), which sets <\/span>a three-year limitation period<\/span><\/b>. The limitation period against a member of the management board begins to run from the date on which the creditor became aware of the ineffectiveness of enforcement against the company, or by exercising due diligence could have become aware of it. <\/span>Such a situation will most often occur with the delivery of a decision to discontinue enforcement proceedings against the company for that reason <\/span><\/b>(although this is not a statutory rule)<\/span>.<\/span><\/b>\u00a0<\/span><\/p>\n

Article 299 of the Commercial Companies Code and Article 442<\/span>1<\/span> of the Civil Code are general provisions. Therefore, the regulations concerning the statute of limitations of special obligations (tax and donation based obligations) should be sought in specific provisions – in the Tax Ordinance and in the Public Finance Act.<\/span>\u00a0<\/span><\/p>\n

Article 118 \u00a7 1 of the Tax Ordinance \u2013 the statute of limitation of liability of a member of the management board for the company’s tax obligations (e.g. VAT, CIT)<\/span><\/b>\u00a0<\/span><\/p>\n

Article 116 of the Tax Ordinance regulates the liability of members of the management board of a company for tax arrears, while the provision of Article 118 \u00a7 1 of the Tax Ordinance indicates its limitation period of 5 years: <\/span>a decision on the tax liability of a third party cannot be issued if <\/span><\/i>5 years have passed since the end of the calendar year in which the tax arrears arose<\/span><\/i><\/b>.<\/span>\u00a0<\/span><\/p>\n

When analysing the provision of Article 118 of the Tax Ordinance, it should be noted that it establishes two limitation periods:<\/span>\u00a0<\/span><\/p>\n