Voluntary transfer of company management does not exempt board members from liability for unpaid social security contributions.
Legislator summary
AI generatedThe Supreme Court dismissed the cassation appeal filed by Lidia B., a former board member of a limited liability company, against a Social Insurance Fund decision imposing liability for unpaid contributions. The court found that although B. claimed she merely acted on her owner's request without knowledge of the company's financial state, she voluntarily assumed the role of a board member with full awareness of the debt. Consequently, the court ruled that consciously handing over management duties does not absolve a board member of their statutory obligations to monitor the company's solvency and file for bankruptcy proceedings.
Legislator headnote
AI generatedArt. 17 ust. 1 k.r.s.; Art. 39813 § 2 k.p.c.; Art. 39814 k.p.c.: The conscious and voluntary transfer of actual management of a company to a person outside the board does not release the board member from their duties or liability for their non-performance.