Category: No category

Content of the preliminary question

The Regional Administrative Court in Wrocław submitted a preliminary question to the CJEU in this case. The court pointed out that in practice, a board member is deprived of the right to an effective defense regarding the existence of a tax liability for which he is to be held liable with all his assets, jointly and severally with the company. The Regional Administrative Court in Wrocław pointed out that a member of the management board is unable to effectively challenge the allegations regarding the company’s tax liabilities, both in the proceedings conducted against the company and in the proceedings concerning their own liability. This is due to the fact that a member of the company’s management board cannot be a party to the proceedings under Polish law.

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Assessment of the compliance of Polish law with European Union law

The CJEU ruled that, in principle, EU regulations do not preclude national regulations and practices according to which a third party (in this case: a member of the management board) who can be held jointly and severally liable for the tax liability of a legal person cannot be a party to proceedings brought against that legal person for the purpose of determining its tax liability – the Court found the Polish legal provisions in this respect to be in compliance with EU law.

One might get the impression that the CJEU is blocking the way for board members to defend their rights in proceedings concerning their joint and several liability with the company. However, the Court stated that, regardless of local regulations and practice, board members should be able to effectively challenge the factual findings and legal classification made by the tax authority in proceedings against the company and have access to its files in proceedings against them. However, Polish law does not provide for such a procedural guarantee.

Does the CJEU judgment of February 27, 2025, provide grounds for the resumption of proceedings?

In the judgment in question, the CJEU clearly questioned the system of conducting proceedings on companies’ tax liabilities with regard to the joint and several liability of management board members for these liabilities. However, does the precedent-setting ruling also apply to proceedings that were completed before the date of its issuance?

Opinions on this matter indicate that the consequence of the discussed judgment, in the long term, should be a change in national regulations. However, it is not impossible that attempts will be made to reopen proceedings that ended with rulings unfavorable to board members, based on the arguments presented in the aforementioned precedent-setting CJEU ruling. This ruling may also have an impact on ongoing proceedings.

It should be emphasized that currently, board members are not even aware of the proceedings against the company, as they no longer hold any positions on the board, which, however, does not release them from joint and several liability. A decision issued in such proceedings against the company may constitute a prejudgment, i.e. the basis for a decision in proceedings for joint and several liability. A board member is held financially liable on the basis of this decision, but cannot effectively challenge the findings contained in the decision, he can only present grounds for excluding liability, e.g. demonstrate that a bankruptcy petition was filed in a timely manner or prove that such a petition was not filed in a timely manner for reasons not attributable to the member of the management board.

Consequences of the ruling for members of company management boards

It may turn out to be groundbreaking for those concerned that the CJEU has explicitly confirmed that the current shape of Polish regulations concerning the joint and several liability of a management board member does not provide him or her with an effective possibility of defense. An effective defense should consist of procedural guarantees in the form of the possibility of questioning factual and legal findings, as well as access to the company’s case file. Polish regulations do not grant such rights to members of the management board, who are jointly and severally liable for tax obligations. Such protection has also not been provided by the practice of tax authorities or administrative courts. In the long term, therefore, the question of changing the relevant provisions of Polish law, which remains unanswered for the time being, becomes legitimate.

Summary

The CJEU judgment of February 27, 2025, can certainly be considered a precedent. By indicating the procedural rights that a member of the company’s management board should have in taxation proceedings, the Court has made it clear that Polish regulations do not establish such guarantees. Although the mere non-attribution of the status of a party to the proceedings to a member of the management board jointly and severally liable with the company is not incompatible with European Union law, in the opinion of the CJEU such a member of the management board should be guaranteed the possibility of actively defending his or her rights and inspecting the case file. However, the Court’s ruling opens the way for board members against whom unfavorable judgments have been handed down to resume proceedings that have already been completed, as well as offering a chance to turn the tide in ongoing proceedings.

LEGAL 500 Customer Satisfaction Ranking
Can quality customer service be a differentiator for a law firm? We have been building strong relationships with clients for years. Attention to these contacts, combined with a personalized approach and international standards of work, make clients trust our recommendations and entrust us with the legal advice of their businesses.
This year, our efforts to ensure the quality of our contacts with clients were recognized and appreciated by the prestigious LEGAL 500 ranking. We were among only 10% of law firms that were honored in this way.

How is this distinction awarded?

The LEGAL 500 Client Satisfaction Ranking is an extremely prestigious award that reflects the quality of legal services around the world. Each year, the LEGAL 500 conducts an extensive survey of hundreds of thousands of law firm clients, based on the recognized Net Promoter ScoreSM (NPS) methodology created by Bain & Co. It is the only global NPS score for law firms, which gives the ranking a unique value.

As part of the six-year study that resulted in the CLIENT SATISFACTION 2024 ranking, clients rated law firms on a variety of criteria, such as billing transparency, communication, performance in delivering legal services and team quality. Respondents gave ratings on a scale of 0 to 10, allowing them to be classified as “Critics,” “Passive” or “Promoters.” The NPS score is obtained by comparing the percentage of Promoters and Critics, and this enables LEGAL 500 to create an objective picture of customer satisfaction across jurisdictions and industries. In this way, the ranking is not only a guide to customer experience, but also a guide for law firms to improve their services.

Relationships that support the achievement of business goals

Commendation from the LEGAL 500 is a confirmation of our years of experience and commitment. Substantive work is the basis of our activities, but from the very beginning of our activity we have paid special attention to contacts with clients. Only with this approach can we be viable partners for our clients’ businesses.

Clear communication is the first step to achieving common goals. A key element of effective cooperation is the translation of legal language into that understood by the client. In addition to providing effective solutions, our main task is to make it easier for clients to grasp the complex legal issues they face. We believe that clarity of communication is the foundation for building trust and customer satisfaction.

Speed of response also matters. In our cooperation, we apply an extremely important principle: NBD – Next Business Day. This means that we deal with every issue that comes to us no later than the next business day. We perfectly understand that customers turn to us with problems that are both difficult and important to them, and therefore require a quick response. That is why we guarantee that within 24 hours of reporting, customers will receive feedback from us. We handle the case not only to evaluate it, but also to take immediate action if the situation requires it. As a result, our clients are never left alone with the problem they have reported to us, and their cases are treated with full professionalism and commitment.

Another element to which we attach great importance is personal contact with our clients. Such meetings allow us to get to know each other better and understand key issues and expectations, as well as to tailor proposed solutions to individual needs. We say of ourselves that we are not just lawyers, but advisors to our clients. We focus on business goals and use our experience gained from working with various entities. This allows us to propose unique solutions, for example, to increase efficiency. We treat legal knowledge as a tool to help achieve goals.

Continuous team development is the basis for good customer relations

Good relationships, as well as a supportive and friendly atmosphere in the law firm’s team, undoubtedly translate into our contacts with clients. We also take care of the flow of information between all those involved. Thanks to regular weekly meetings where we discuss current activities and progress, the team has full knowledge of each client’s situation. This transparency allows us to better understand our clients’ needs and respond quickly to their expectations, which significantly improves the quality of our services.

Drawing lessons and learning from our own and others’ experiences is another element that helps us continuously improve the quality of our services. “Lesson learned” meetings are our way of summarizing completed projects. We analyze not only the course of the legal process, but also the overall efficiency of task execution, and share insights on the difficulties encountered and successes achieved.

The feedback we receive from our clients is also important here. We are open to feedback, and in such situations we always try to find elements that we can still improve in operations. In this way, we not only develop the skills of the team, but also adapt our approach to the needs of our clients, which leads to a smoother and more efficient service.

We do not rest on our laurels

At this point we would like to thank our customers, because it is thanks to your votes that today we can enjoy this remarkable award. It is a confirmation not only of our commitment, but above all of the strength of the relationships we have built together. The distinction of LEGAL 500 is a motivation for us to further develop and improve our activities.

Our work is measured by the success of our clients, so we invite you to contact us. The JLSW team is here to support you at every stage of cooperation.

JLSW Janaszczyk Lis i Wspólnicy is proud to announce that we are in the TOP very few legal firms recognised by The Legal 500 for outstanding client satisfaction. This ranking is based on six years of extensive research by the prestigious global agency and puts our firm among the exquisite 1% best law firms in customer service!

“This huge accolade confirms our many years of experience, commitment and the highest quality of service we offer our clients. The high ratings we have received reflect the trust and appreciation of our dear clients for the professionalism and efficiency of our team. We are extremely proud to be among such a respectable group of leading law firms in Poland in terms of your satisfaction with the services we offer” – JLSW Partner, Tomasz Janaszczyk said when Legal 500 announced us the ranking.

This award is a great success for our law firm, as well as a motivation to continue to raise our standards and provide the best possible legal service.

Here is how Legal 500 broke the news to us:

“You will be pleased to know that your firm has achieved a high score and is recognised as a leading firm in client satisfaction. All firms receive a client satisfaction score, but only those who score in the top percentile will be promoted with a kite mark on the Legal 500 website.”

How is this Legal 500 ranking awarded?

Each year Legal 500 surveys hundreds of thousands of clients on the Client Service they receive from law firms. They also produce a law firm variant of the well-known Net Promoter ScoreSM (NPS®) Customer Experience matrix, first devised by Bain & Co. These are the only valid globally comprehensive law firm NPS® ratings in the world.

The Legal 500 Client Service ratings and our Customer Experience ratings together provide a definitive guide to law firm Client Satisfaction.

As part of the six-year research which resulted in the 2024 CLIENT SATISFACTION rankings, Legal 500 asks firm’s clients to measure client service across multiple criteria:

• Appropriate Resourcing
• Billing Transparency
• Value for Work Done
• Communications and Case Management
• Consistency of Service
• Efficiency in Delivering the Legal Product
• Industry/Commercial Knowledge
• Lawyer and Team Quality
• Partner Availability and Engagement
• Profile in the Industry Sector
• Quality of Associates
• Quality of Partners

They also assess the consistency of client assessments (in other words, how wide and varied is the range of scores supplied from survey respondents).

Each client surveyed globally is invited to provide their assessment by this measure in the same way that they provide client service evaluations. The answers provided are on a 10-to-0 scale, with 10 being “Extremely Likely” to recommend, and 0 being “Not At All Likely” to recommend. Respondents are then categorised as ‘Detractors’ (0-6); ‘Passives’ (7-8); and ‘Promoters’ (9-10). The NPS® score is calculated by (i) ignoring the Passives, and (ii) deducting the percentage who are Detractors from the percentage who are Promoters.

These are analysed across multiple work areas and compared to the scores of other law firms in those work areas. They are also compared by jurisdiction, trade bloc, and globally. Thus Legal 500 is able to build an objective view of relative excellence of Client Satisfaction in every jurisdiction around the world.

“We compare the survey results of hundreds of thousands of law firm clients each year. In total, we have over 15 million client survey data points (and we are constantly adding more). It is the unique scale of that data pool which makes our Client Satisfaction scores so important.” – Legal 500 states officially.

 

Source: https://www.legalnetlink.net/news/jlsw-in-top-1-client-satisfaction-ranking-by-legal-500 

During the epidemic caused by the COVID-19 pandemic, the Polish Development Fund, within the framework of the Anti-Crisis Shield, introduced two programmes: Financial Shield 1.0 and Financial Shield 2.0. Under both of these programmes, financial support was provided to entrepreneurs; however, in order to receive it, enterprises had to first fulfil a number of requirements stipulated in the regulations of these programmes. Currently, the PFR is addressing calls to some of the entrepreneurs who have managed to receive this financial support to return all the subsidy funds received, together with interest.

In a previous article, we pointed out the irregularities that PFR may invoke when demanding the return of the entire subsidy granted with interest. We encourage you to read the previous text for a comprehensive understanding of this issue. However, what if an entrepreneur who met the requirements for financial support received a payment summons or a payment order?

 

Request for payment
If you receive a demand for payment, the safest course of action is to write a response to it, raising the issue that the demand is unfounded. This is not a letter that has to be answered within a time limit, however, it is not worth delaying the drafting of such a response. In the case of calls for payment that do not contain any basis, i.e. their content does not specify the specific provisions of the Financial Shield regulations that the entrepreneur, in the opinion of the PFR, has not complied with or has, in the opinion of the PFR, violated, it is advisable to ask the authority in response to such a call on what basis the call for payment was issued. The authority’s response can later be used as evidence in court proceedings and, in the event of inconsistencies between the arguments in such a response and those in the lawsuit, the likelihood of the court dismissing the authority’s action is increased.

 

Payment order
The next step that can be taken by the PFR is to file a statement of claim, which will be served on the entrepreneur through the court together with the order for payment. In such a situation, it is necessary to draw up an objection to the order for payment within two weeks of its receipt, i.e. two weeks from the day it is delivered by the postman or collected from the post office. The 14-day time limit runs from the day following receipt of the letter (e.g. if you receive the order on Tuesday 16 July, you have until Tuesday 30 July to respond).This time limit is very important due to the fact that if an objection is not made within it by sending it by registered mail or by depositing it at the registry office of the relevant court, the authority’s claim will automatically be recognised, and this will most likely result in bailiff enforcement.Taking the defence in court proceedings and filing an objection will remove such risk from us until the trial is over. The wording of the objection should, by analogy with the response to the order for payment, raise the issue that the order for payment is completely unfounded. It is also important to refute the plaintiff’s claims by, for example, proving that the requirements for subsidy are met through documentation or pointing out logical errors in the opposing party’s argumentation.

 

Argumentation
The rebuttal of the authority’s claims is a highly individual issue due to the fact that the PFR’s argumentation is likely to be based on the content of the Financial Subsidy Agreement, which for both Shield 1.0 and Shield 2.0 has changed over the years. Given this, it is crucial to have the specific Agreement that the company in question has entered into with the authority and to carefully examine its content in terms of the provisions regarding the need for the company to repay the subsidy in full. However, the most common claim of the PFR will be that the company made false statements in the Application for Subsidy.
It is worth remembering that in the event of a lawsuit, the burden of proof lies with the authority and it is the authority that must prove that the enterprise has submitted an Application containing false information.

If your enterprise has received a summons for payment or a payment order, you are welcome to contact our Law Firm.Our team will assist you not only at the stage of court proceedings, but will also provide comprehensive legal services in the scope preceding the court road.

 

Authors:

Mateusz Górniaczyk, lawyer

e-mail: mateusz.gorniaczyk@jlsw.pl

Marta Marcinkowska, assistant solicitor

e-mail: marta.marcinkowska@jlsw.pl

Due to the COVID-19 pandemic in 2020, the Polish Development Fund (hereinafter: PFR) created aid programs for entrepreneurs, which were aimed at protecting against bankruptcy or liquidation due to the threat to the national economy.

Support was offered primarily under the so-called Financial Shield of the Polish Development Fund for Small and Medium-sized Enterprises and Financial Shield 2.0 of the PFR for Micro, Small and Medium-sized Enterprises, which allowed entrepreneurs to obtain financial support if certain conditions were met.

The Financial Shield of the Polish Development Fund for Small and Medium-sized Enterprises was intended for entities whose annual revenues do not exceed EUR 50 million. The PFR Financial Shield 2.0 for Micro, Small and Medium-sized Enterprises took into account, among others: employment and revenue decline calculated per employee.

In 2023, PFR began publishing the first announcements indicating the need to verify the correctness of granting government aid programs. The Central Anticorruption Bureau was involved in these activities and, according to the assumptions, was obliged to take actions aimed at reducing the risk of irregularities or abuses. Moreover, PFR has established a specialist team to carry out the so-called anti-fraud analysis, which involves detecting beneficiaries who do not meet the program conditions of the Financial Shield, including: in terms of the size of the enterprise, the number of employees and the amount of turnover.

The irregularities requiring the return of all financial support received include:
• submitting applications to large entrepreneurs not covered by the programs,
• lack of information about connections between sole proprietors and civil partnerships also applying for aid,
• adjustment of sales revenues after the date of receipt of government support.
PFR indicated that in the event of a negative verification result, the beneficiaries will be obliged to return all or part of the support granted (depending on the circumstances of the specific case). If the beneficiary does not return the support within the specified period, PFR will pursue claims through court proceedings.

According to current information shared on social media, more and more entrepreneurs are being asked to return the subsidies received. Information about receiving the PFR decision regarding the obligation to return received financial subsidies was provided by, among others: Esotiq & Henderson S.A. and Prymus S.A.

However, PFR did not specify in any way the abuses recorded in relation to the beneficiaries, pointing only to “suspicion of any type of abuse”.

Subsidies were largely non-refundable if companies managed to stay on the market and did not lay off employees. Entrepreneurs do not find any specific basis in the decisions received from PFR and clearly oppose the allegations related to providing false data or concealing it.

It should be noted here that the first interventions regarding the return of subsidies were undertaken by the Ombudsman for Small and Medium-sized Entrepreneurs, who emphasized the purpose of government assistance programs, i.e. financial stabilization of entrepreneurs and protection of jobs.

Entrepreneurs who have benefited from government support must be sure that their activities are assessed fairly and on the basis of clear, unchanging rules. In the face of economic uncertainty, trust in public institutions and clear communication regarding the requirements and consequences of using aid programs are crucial.

In the coming months, we will monitor the development of the situation and further actions of PFR and the institutions involved in the verification of subsidies.

If your company has also been affected by the situation described in the article, please contact our office.

The compliance system, in particular, is a set of policies, procedures and rules related to compliance within a given organisation. In order for the system to be effective, it is necessary to take specific actions to facilitate reaching this goal. First of all, it is necessary to keep the system up-to-date and to ensure that members of the organisation observe the rules of the compliance system, which requires the involvement of the management, as well as the employees, co-workers and business partners.

This raises the question: how to ensure compliance by the members of the organisation? One solution is to provide trainings that specifically include information on the rules binding within the organisation.

Compliance trainings should be tailored to the organisation’s profile and the type of audience, take into account their position within the organisation and be focused on the practical aspects of the functioning and observing the principles of the implemented compliance system. These trainings are a tool to facilitate the education of the organisation’s employees on the legal responsibility for taking or desisting from certain actions, and translate to compliance in the organisation, in particular they:

• constitute a means of communicating changes in the organisation’s applicable regulations to the employees,
• constitute a guarantee that the members of the organisation carry out their duties in accordance with the applicable regulations, thus reducing the risk of breaches in the organisation,
• provide a source of valuable feedback on unidentified risks,
• increase the staff awareness of emerging risks,
• help build the compliance culture in the organisation.

Compliance trainings include:

• one-off trainings – aimed at understanding the issue of the compliance system and the binding regulations and increasing the staff awareness of existing risks,
• periodical trainings – regular trainings taking place over a specific period of time, aimed at promoting and building a long-term compliance culture in the organisation,
• ad hoc trainings – held in the event of changes to the existing regulations, e.g. in the event of changes to the internal policies, procedures and principles, the generally applicable law, changes to the organisation’s profile, etc.

Depending on the regulations the organisation is required to comply with, compliance trainings may focus on specific issues, e.g.:

• AML – training on counteracting money laundering,
• GDPR – training on the collection and processing of personal data,
• bullying prevention – training on bullying situations, aimed at eliminating or minimising the occurrence of cases of bullying in the organisation.

Please read our other articles on compliance:

System compliance – VI – Risk assessment

Compliance – part IV – Compliance officer

Compliance – part III – Who is affected by the compliance system and how it is implemented.

Compliance – part II – compliance system

Compliance – part I – introduction

Last Saturday, President Andrzej Duda signed the act of 12 March 2022 on assistance provided to Ukrainian citizens in connection with the armed conflict in the territory of Ukraine. The new solutions have already entered into force and, as a rule, will be effective retroactively as of 24 February 2022. As we have already indicated, the provisions of the act guarantee financial support for those who host Ukrainian families. On 15 March 2022, the Council of Ministers issued an ordinance specifying the maximum amount of the cash benefit for providing accommodation and meals to Ukrainian citizens, as well as the conditions for granting the benefit and extending the term of payment. Below, we are presenting a summary of the introduced regulations.

 

Subsidy for persons hosting Ukrainian families

The act stipulates that any entity, in particular a natural person running a household, who will provide accommodation and meals to Ukrainian citizens coming to the territory of the Republic of Poland directly from the territory of Ukraine in connection with the military operations, may be granted a cash benefit, upon request.

The benefit will be paid for the period of actually providing the accommodation and meals to Ukrainian citizens, as a rule for a maximum of 60 days. In justified cases, the period of benefit payment may be extended, with the consent of the voivode. Persons hosting Ukrainian citizens will first have to bear the costs themselves, and then they will receive the benefit, because the money will be paid in arrears.

The ordinance of the Council of Ministers has confirmed the earlier assurances of the government with regard to the amount of the financial support to be granted – PLN 40 per person per day.

The amount of the benefit may be increased by the voivode, in case of:

1) having provided accommodation and meals to Ukrainian citizens before the entry into force of the special act, i.e. before 12 March 2022,

2) when accommodation and meals are provided to Ukrainian citizens by an organisational unit, a legal entity or an entrepreneur.

In order to receive the financial aid, a relevant application must be submitted to the commune office. The application for the cash benefit for providing accommodation and meals to Ukrainian citizens includes:

1. the applicant’s name;
2. the applicant’s personal identification number PESEL or tax identification number NIP;
3. indication of the period in which accommodation was provided and the number of persons accommodated;
4. name of the accommodated person and his/her PESEL number, if any;
5. the applicant’s declaration on having provided the accommodation and meals;
6. number of the bank account to which the benefit is to be paid;
7. the applicant’s declaration, made under pain of criminal liability for making false statements, that the data contained in the application is true;
8. address of the place of stay of the accommodated persons;
9. the applicant’s e-mail address and telephone number;
10. a declaration that the benefit has not been paid yet for the accommodated person in the indicated period;
11. the applicant’s declaration that no additional consideration, including rent, has been received for the period specified in item 3.

The minister in charge of public administration will define, in a separate ordinance, the precise template of the application. The application is to be considered within one month from the date of submission to the commune office. The commune may make the granting or payment of the benefit conditional on the verification of the accommodation conditions and meals. The verification will be performed by authorised local government employees. The commune will refuse to pay the benefit if the application contains untrue facts or if the accommodation conditions or meals pose a risk to human life or health.

 

Lifting the ban on eviction in case of lending premises, and facilitated conclusion of occasional lease agreements.

In order to encourage people to lend apartments to Ukrainian citizens fleeing the war, the Ukrainian special act has lifted the ban on eviction of tenants, which had been introduced two years earlier by the special Covid act. The change lifts the pandemic restrictions and limitations that made it difficult to remove a tenant who refuses to move out voluntarily. Article 68 of the Ukrainian special act stipulates that in case of lending a house or an apartment to Ukrainian citizens in order to temporarily meet their housing needs, the provisions of the Act on the Protection of Tenants’ Rights or the Act on Special Solutions to Prevent and Combat Covid-19 will not apply in this situation. Therefore, the above-mentioned provision lifts the Covid-related ban on eviction when lending premises to Ukrainian citizens.

In addition, the act of 12 March 2022 on assistance provided to Ukrainian citizens in connection with the armed conflict in the territory of Ukraine facilitates the conclusion of occasional leases. Article 69 of the Ukrainian special act mentions that the obligation to indicate other premises in which the tenant will be able to live after enforcing the duty to empty and hand over the premises occupied on the basis of occasional lease agreements will not apply to tenants being refugees from Ukraine and concluding occasional lease agreements.