Two things are problematic for me in the amendments to the General Tax Law (GTL), relating to the obligations of (co)owners of companies. The first is that they are jointly responsible if the management fails to submit tax returns, and the second arises from the first – why, for example, should a one percent co-owner of a company be jointly liable for something they objectively could not influence?!
In principle, (co)owners of limited liability companies, shareholders of joint-stock companies, and partners in limited partnerships are still not liable for the company’s obligations (Article 30, paragraph 2). However, there are exceptions, and I will list them because it is important for what I want to say. First of all, the GTL states that a (co)owner cannot invoke the law to claim they are not liable for these obligations if they abuse the provision stating that they are not liable for the company’s obligations. And that is fine, and in the continuation (Article 30), it states that these abuses relate to the following situations: a) (co)owners use the company to achieve a goal that is otherwise prohibited, b) if they would harm creditors, c) if they manage the company’s assets contrary to the law as if it were their own property, and d) if they diminish the company’s assets for their benefit or for the benefit of another person, even though they knew or should have known that it would not be able to meet its obligations.
Imprecise provisions
Article 31 mentions the special responsibility of (co)owners of companies, as well as directors or members of management and related persons. This concerns situations where they seemingly or gratuitously transfer assets to a commercial company they have established themselves or with other persons or otherwise seemingly sell all or part of the assets, encumber them without appropriate consideration, or gratuitously transfer them to related persons, damage them, destroy them, or make them unusable. They are also responsible if they conclude a fictitious legal transaction or acknowledge a non-existent claim, or if they diminish the assets contrary to orderly and conscientious management or conceal the financial situation, fail to submit legally prescribed annual reports, and they are also responsible if they do not request the initiation of bankruptcy proceedings within the prescribed period in accordance with the Bankruptcy Act.
In my opinion, it is fine for (co)owners to be responsible for such decisions because it is clearly a matter of provable possible malfeasance. But in that case, the legislator should have defined the responsibility more precisely, which is why I elaborate on the second reason I mentioned: why, for example, should a one percent co-owner of a company be jointly liable for something they objectively could not influence? Namely, what if the majority owner with 51 percent orders the management to violate Articles 30 or 31 of the GTL? Is the one who has 49 percent or more minority owners guilty? Or even the one who has one percent ownership? We have had many examples where minority owners complained about decisions made by company assemblies agreed upon by majority owners and management, which suggests to us, if nothing else, that such a problem constantly exists somewhere. Therefore, I think this is not right, and the legislator should have anticipated these situations.
