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A resolution on dismissal from the management board does not always release the management board member from liability for tax liabilities – important ruling

Publication date: March 15, 2024

In the face of changing regulations and court practices, the issue of liability of management board members for the tax liabilities of limited liability companies, even after their formal dismissal, constitutes a significant challenge for legal practice. The latest case law, including the final judgment of the Polish Supreme Administrative Court, sheds new light on the interpretation of the provisions regarding the scope and conditions of this liability. Analysis of these judgments, in the context of Art. 116 paragraph 1 and 2 of the Polish Tax Ordinance and the Commercial Companies Code, reveals that dismissal from the management board is not in itself a sufficient basis for exemption from liability if actual actions prove the continuation of performing the function. In the context of company management, it is crucial to monitor changes in case law and legal regulations that may affect the interpretation of the duties and responsibilities of management board members. New court decisions may bring changes in the understanding of company management regulations, emphasizing the importance of appropriate documentation and procedures. For managers and legal advisors, continuous monitoring and adaptation to current legal requirements becomes an essential element of effective risk management and avoiding potential legal consequences.

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Obligations of management board members in Polish law

Publication date: March 15, 2024

To establish a limited liability company, the establishment of a management board is required. All members of the management board are required to sign the application for entry of the company into the register. One of the first obligations of the management board is to report the formation of the company to the appropriate registry court. Remaining a member of the management board involves a number of different duties that the member must fulfill.

Duty to represent the company and manage its affairs    

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“Rent to Own” in Poland – Institutional lease agreement with ownership

Publication date: March 06, 2024

“Rent to Own ” – general information

Projects related to the PRS sector (Private Rental Sector) are becoming more and more popular. PRS is an organized form of leasing run by specialized entities for which apartment rental is the main area of business activity.

These companies rent, among others: to a person or persons interested in purchasing real estate, after paying a specified percentage of the real estate value. Depending on the company offering such solutions, the lease length ranges from 2 to 5 years, during which interested entities rent the apartment, for example for 70% of the market rental rate (with an own payment of 30% of the property amount). So, with an own payment of 50% of the property value, the monthly rent of PLN 4,000 will theoretically be reduced to only PLN 2,000 per month.

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VALUATION OF SHARES AND STOCK IN RESTRUCTURING PROCEEDINGS IN POLAND – PLEDGED SHARES AND PRIORITY RIGHTS OF PLEDGEE

Publication date: February 21, 2024

An important issue in the restructuring process, practical for creditors from the point of view of making decisions in restructuring and bankruptcy proceedings, is the valuation of the assets of the entity subject to restructuring, taking into account individual classes of assets. We may be dealing with a valuation of the entire enterprise or individual components. In Poland, company valuation and the process related to it have not been legally regulated. At the restructuring stage, the bankruptcy trustee or liquidator – depending on the form of proceedings – estimates the components of the bankruptcy estate, and may use experts to that purpose.

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Webinar: iSTART1 – ELEVATOR PITCH

Publication date: February 07, 2024

Welcome at the webinar prepared by KIELTYKA GLADKOWSKI KG LEGAL in the frames of our iSTART1 concept which combines cross border legal services and networking between European enterprises who need finansing for commercial projects and development in such sectors as, for example, life sciences, biotech, longevity, HR tech, technology, gaming, defence. Elevator pitch is a simple textbook how to persuade potential investor to invest and to enter into a joint venture. The webinar also presents practical hints about the investment contract and crucial clauses that should be included there.

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