Changes to Tax and Social Security Procedure Code (EN)
Changes to the Tax and Social Security Procedure Code
Liabilities of Third Parties for Taxes and Social Security Contributions
The changes to the Tax and Social Security Procedure Code (“TSSPC”), in force as of 4th of August 2017, broaden the scope of the persons who could be held jointly liable with the legal entity for its outstanding liabilities for taxes and social security contributions.
Liability of majority shareholders due to reduction of the assets of the liable entity
Majority shareholders (except from those who did not take part in the voting or voted against such a decision) will be liable for the outstanding liabilities for taxes and/or social security contributions.
In this relation, in the Additional provisions of the Tax and Social Security Procedure Code a definition for “Majority shareholder” was introduced. According to the definition a “Majority shareholder” is a person who exercises control and who:
- holds directly or indirectly or by agreement with another legal entity more than half of the votes in the general meeting of another entity, or
- has the ability to determine directly or indirectly more than half of the members of the management or controlling body of another entity, or
- has the ability to manage the activity of another entity, including through or together with a subsidiary, by virtue of articles of association or agreement, or
- as a shareholder in the company exercises control separately in the same company over more than half of the votes in the general meeting of that company by virtue of a deal with other shareholders, or
- may otherwise exercise decisive influence on decision-making in connection with the company’s activity.
When there is no shareholder who exercises control, a majority shareholder shall be deemed any shareholder who holds 15 or more percent of the shares.