HR Signal: The EU Whistleblowing Directive

Read more

Illusive shareholder: it’s formally there, but Social Security Institution and Supreme Court pretend not to see


It is difficult to see the rationale behind the concept of an illusive shareholder developed by the Social Insurance Institution (ZUS). Once again, it appears that social insurance law trumps other areas of law, including the Commercial Companies Code (CCC) and the Labour Code. The illusive shareholder concept is not provided for in the CCC, as even a shareholder who holds 1 per cent of shares still has certain rights. Therefore, a company with the so-called illusive shareholder cannot be considered a one-person company. Unfortunately, this concept was shaped by the social security system. Under the Social Insurance System Act, only a sole shareholder in a one-person company is considered an entrepreneur within the meaning of the Act. However,  according to the ZUS and the Supreme Court, a shareholder without 100 per cent of the shares is also a sole shareholder, regardless of the applicable law. – Łukasz Chruściel comments for Dziennik Gazeta Prawna. 

Article here.