Blog

28 February 2024

Landmark resolution of the Supreme Court on social security contributions in the case of shareholders of a limited liability company

After many years of erroneous practice in the field of calculating social security contributions to shareholders of limited liability companies in which one shareholder who is a natural person holds the majority of shares, the Supreme Court adopted a resolution in which it stated that a shareholder holding 99% of shares in a limited liability company is not subject to social insurance.

As a reminder: the provision of Art. Article 6(1)(a) 5) In the accordance with Art. Article 8(6)(4) of the Act on the Insurance System provides that a partner in a single-member limited liability company is subject to social insurance. The provision seemed to be clear and obvious, but ZUS, and the courts (including the Supreme Court), assumed that a shareholder holding 99%, 95% or even 90% of shares is “almost” the only shareholder. As a consequence, they charged him with social security contributions, contrary to the unambiguously worded regulations. The recent resolution of the Supreme Court in case III UZP 8/23 restores the correct interpretation of the provisions in question.

What does this mean for shareholders?

  • no need to pay undue contributions and opening the way to recovery of unduly paid contributions,
  • pending cases should be considered taking into account the resolution of the Supreme Court,
  • in cases that have been finally concluded, it will be necessary (if possible) to file extraordinary measures, such as a cassation appeal or a motion for declaring the illegality of a final decision, and then to file a claim for reimbursement of unduly paid contributions,
  • In the case of final decisions against which extraordinary remedies are not available, a claim may be brought without the decision being declared unlawful, unless the party has not availed itself of its legal remedies.

Read more on the blog:

  • 30/10/2024

    Tomasz Duraj and Daniel Reck appointed arbitrators at the Court of Arbitration at the Regional Chamber of Commerce in Katowice

    Tomasz Duraj and Daniel Reck, acting as Managing Partners of the Law Firm, have received nominations for the positions of arbitrators at the Regional Chamber of Commerce in Katowice. Attorney Daniel Reck also took the position of Deputy Chairwoman of the Court of Arbitration College. Thus, they will be involved in the settlement of disputes of a national and international nature in arbitration or mediation proceedings.

  • 16/10/2024

    Lifetime driving ban

    As a result of the motion filed by the defence counsel for the resumption of the legally concluded criminal proceedings, the District Court in Częstochowa resumed the proceedings, and then repealed the order for payment issued in the case of the Law Firm's Client in the part concerning the penal measure in the form of a lifetime ban on driving all motor vehicles and remanded the case for re-examination in this respect to the court of first instance.

  • 08/10/2024

    Debate on cybersecurity with the participation of attorney Mateusz Grzech

    In the Platan Shopping Center in Zabrze, a social debate entitled "Let's talk about the safety of young people" was held. The organizers have prepared three discussion panels. One of the speakers on the topic of cybersecurity was attorney Mateusz Grzech.