According to the opinion 181/2017 issued by the State Legal Counsel, in case of a merger of an S.A., Societe Anonyme (absorption or re-constitution), by another National Societe Anonyme Company, the natural persons who had absorbed in the company’s management responsibilities (adhering to Article 115 of Law 2238/1994) are not obligated and have no civil liability to repay sums arising from the operations of the absorbed company and have been confirmed at its expense, such as the VAT, income tax and withheld taxes. Their civil liability is triggered.

More specifically, person X who was employed as either the Chairman or the Managing Director in the absorbed company is not co-responsible for the debts of the absorbed company even if they had the abovementioned status after the absorption. After the absorption or merger, the new company becomes the only debtor. Moreover, as long as the taxes are not paid by the latter, additional liability for their payment is established on the management of theabsorbing company, in accordance with the provisions of Article 115 of the Income Tax Code.

 

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