Changes to Tax and Social Security Procedure Code (EN)

Majority shareholders shall be liable for the outstanding liabilities when they:

  • make a payment in kind or cash out of the property of the taxable person, representing hidden distribution of profits or dividends, or
  • dispose of property of the taxable person for free or at price, significantly below the market price; or
  • еncumber the assets of the taxable person to secure a third party’s debt and the assets are redeemed in favour of a third party.

If a majority shareholder has voted against or has not voted when a decision for reduction of the assets has been made, he would not be held liable, even if the taxable person is not able to pay its liabilities for taxes and social security contributions.

Additional condition for ensuing shareholders’ liability is those shareholders to have acted in bad faith, namely when the action is performed:

  • after reporting and/or establishment of tax and social security liabilities up to one year after the reporting and/or the issue of the tax assessment act;
  • after proceedings executed by the tax administration in respect of compliance of the taxable person with the tax and/or social security legislation up to 6 months from the completion of the proceedings.

The liability shall be limited to the amount of payments made, respectively up to the value of the reduction of the property.