Changes to Tax and Social Security Procedure Code (EN)



Liability of shareholders who transfer the shares acting in bad faith

Majority shareholders shall be held liable for the outstanding liabilities for taxes and social security contributions of the taxable person when the following conditions are simultaneously fulfilled:

  • the persons had the capacity of majority shareholders as at the date of occurrence of the corresponding outstanding liability;
  • the shareholder is no longer a majority shareholder (i.e. it is not necessary all shares to be transferred but only in such amount that the person is no longer a majority shareholder) due to the transfer of shares;
  • the shareholder has acted in bad faith being aware that the company is over-indebted or insolvent and the transfer of shares is performed before the company is declared insolvent or prior to rejecting the bankruptcy request;
  • The shareholder has also acted in bad faith when the transfer of the shares is performed after proceedings executed by the tax administration for 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 is proportional to the participation in the transferred part of the company’s capital.

Liability of minority shareholders for outstanding liabilities for taxes and/or social security contributions 

Persons, who own minority shares of the capital, except for those who hold shares in companies listed on the stock exchange, are also held liable when:

  • simultaneously or successively for a period no longer than three months;
  • transfer company shares in bad faith, whose total amount represents majority share of the capital;
  • and the shareholders knew that the company is over-indebted or insolvent and the transfer of the shares is performed before the company is declared insolvent or the bankruptcy request has been rejected;The liability is proportional to the participation in the transferred part of the company’s capital.