Dwuosobowa spółka z o.o. - przełomowa uchwała Sądu Najwyższego

Summary

In this podcast episode, Michał Wilk discusses the ongoing controversy surrounding one-person limited liability companies (sp. z o.o.) in Poland and their social security obligations. He focuses on a key ruling from the Supreme Court in February 2024, which clarifies that social security contributions are only applicable to sole shareholders of such companies, even if one shareholder holds a dominant majority stake. This decision challenges previous practices, offering new insights for business owners regarding their obligations. Wilk also provides practical advice for those affected by these rulings, outlining potential steps to resolve disputes with the Social Insurance Institution (ZUS).

Takeaways

• 😀 The one-person limited liability company (spółka z o.o.) in Poland has been controversial, especially concerning social security contributions for partners.
• 😀 ZUS (Social Insurance Institution) has historically required social security and health insurance contributions from partners in a two-person limited liability company, even when one partner had a dominant stake or control in the company.
• 😀 The podcast discusses an important ruling from February 21, 2024, where ZUS's approach was challenged, bringing significant legal changes.
• 😀 In cases where one partner owns a large majority of shares, ZUS traditionally imposed social security contributions, despite regulations that specify contributions apply only to single-member companies.
• 😀 The Supreme Court of Poland ruled that a partner in a two-member limited liability company should not be subject to social security contributions, even if they hold the majority of shares (e.g., 99%) and have dominant control over the company.
• 😀 This ruling clarifies that social security contributions are only applicable to single-member limited liability companies, regardless of the proportion of shares or the distribution of control between partners.
• 😀 Despite the ruling being issued by a three-judge panel (which does not establish binding precedent), it significantly impacts future case law and interpretations of similar issues.
• 😀 The Supreme Court's decision has already influenced subsequent judgments, such as the Regional Court ruling in Lublin on March 21, which affirmed the Supreme Court's stance.
• 😀 If a company has two partners, even with one holding a dominant share (e.g., 99%), it cannot be classified as a single-member company, and social security contributions should not apply.
• 😀 Partners in limited liability companies, particularly those with a disproportionate shareholding, should reconsider whether they should continue paying social security contributions in light of this recent ruling, possibly seeking formal interpretations or court rulings to clarify their positions.

Q & A

What is the issue with the one-person limited liability company (jednoosobowa spółka zoo)?

The one-person limited liability company has long been controversial, especially regarding how the Social Insurance Institution (ZUS) handles social security and health insurance contributions for shareholders. ZUS has often imposed these contributions on majority shareholders, even when there were multiple shareholders in a company, based on the dominant influence of one shareholder.

What was the key topic discussed in the February 21, 2024 ruling by ZUS?

The ruling from ZUS on February 21, 2024, questioned the practice of imposing social security and health insurance contributions on majority shareholders in a two-shareholder limited liability company (spółka z o.o.). The Supreme Court’s interpretation clarified that only a single shareholder in the company could be subjected to these contributions.

What was the situation involving the majority shareholder in a two-shareholder limited liability company before this ruling?

Previously, in a two-shareholder company, if one shareholder held a dominant majority stake (e.g., 90%, 95%, or 99%), ZUS would automatically impose social security and health insurance contributions on this majority shareholder, despite legal provisions stating that such contributions should only apply to a single shareholder in the company.

What did the Supreme Court rule about the applicability of social security contributions to majority shareholders?

The Supreme Court ruled that social security and health insurance contributions should not apply to majority shareholders in a two-shareholder limited liability company, regardless of the shareholding structure or the degree of influence one shareholder may have over the company. These contributions are only applicable when there is a single shareholder in the company.

How did the court rule in the Lublin Appellate Court case regarding a 99% shareholder?

The Lublin Appellate Court asked whether a shareholder with 99% ownership in a company should be subject to social security contributions. The Supreme Court ruled that, even in such a scenario, where one shareholder has a dominant influence, the company is not considered a one-person company, and therefore, the shareholder should not be subjected to social security contributions.

What implications does the February 2024 ruling have for similar cases in the future?

The ruling sets a precedent, changing the interpretation of social security contributions in two-shareholder limited liability companies. Even if the shares are unevenly distributed (e.g., 99% to 1%), as long as there are two shareholders, the contributions should not be applied to the majority shareholder.

What should business owners in similar situations do following the Supreme Court's ruling?

Business owners in two-shareholder companies, where the majority shareholder has a significant but not absolute influence, should assess whether they have been paying unnecessary contributions. If they believe these contributions were wrongly imposed, they may consider filing a request for an interpretation from ZUS or taking legal action to challenge past payments.

How does the ruling affect the understanding of 'one-person' companies?

The ruling reinforces the legal definition of a 'one-person' company, which only applies to companies where there is a single shareholder. It clarifies that even a highly dominant shareholder in a two-shareholder company does not create a one-person company for the purposes of social security contributions.

What did the court say about the split in shareholding and its impact on social security contributions?

The court emphasized that the split in shareholding—whether one shareholder has 99% and the other 1%, or any other distribution—does not affect the application of social security contributions. As long as there are two shareholders, social security contributions should not apply.

What advice does the speaker give to individuals or businesses affected by this ruling?

The speaker advises individuals or businesses affected by this ruling to carefully review their situation. If they were previously paying contributions under the mistaken belief that they were required, they should consider challenging this by filing a request with ZUS or pursuing a legal case to seek reimbursement or stop further payments.