Contribution of an enterprise by a natural person to a company without legal personality does not release that person from liability for liabilities arising before the date of the contribution

– judgment of the Supreme Administrative Court of December 6, 2022 (I FSK 2223/18).

Justification: On January 1, 2016, Art. 93a Op (…). As a result of these changes, Art. 93a § 2 point 2 Op and added § 5 (…), clearly stating that a company without legal personality, to which a natural person contributed to cover the share in the form of its enterprise, enters into the rights of the contributed enterprise provided for in the provisions of the tax law. The exceptions are those rights that cannot be continued under the provisions governing the taxation of unincorporated companies.

At the same time, Art. 112c on the joint and several liability of a natural person and a company without legal personality for tax arrears that arose before the day the enterprise was contributed in kind to the company. A company without legal personality, to which a natural person contributed to cover the share of the enterprise, became the successor of that natural person only to the extent of its hitherto rights. Therefore, under the current legal status, there is no doubt that the contribution by a natural person of an enterprise to a partnership to cover a share does not release that person from liability for obligations arising during the course of business by that person within this enterprise. It then continues to be liable for its obligations with all its assets jointly and severally with that company which has the status of a third party (…).

https://rachunkowosc.com.pl/co-nowego-w-orzecznictwie-podatkowym-101