AbstractLimited liability company is formed at the time of registration in the register of entrepreneurs of the National Court Register kept by the Commercial Division of the District Court. Between the moment the company is registered and the moment the foundation act is signed by the shareholders we talk about company in organization. If the Board of Directors of the company shall not make a declaration in the register of Entrepreneurs National Register of Court within six months from the time of the conclusion of the Act, the company may not be registered and must be eliminated. If an ltd. company in organization during this period undertook a taxable activity, it can become a debtor or creditor. Thus, the tax aspects which occur during the liquidation of the company may create the most serious problems for the liquidators during the whole process. The scope of the paper includes reflections on the nature of the liability of a partner, a member of the Board of Directors, a representative acting on behalf of the company and the possibility to charge liabilities on people involved in its creation. In addition, the paper explores the mode of release of a decision determining tax liability of third parties (in case of conversion of an entrepreneur into a limited company) and the tax effects of the sale of winding-up proceedings on the basis of the tax on goods and services, and income tax on civil law transactions.
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