Parent partner without the obligation to pay ZUS contributions

An issue that had long caused significant interpretation doubts in the doctrine was related to the illusory presence of a second partner in a limited liability company, where the first partner held 99% of the shares. Many interpretations of the tax authorities and the pension authority considered such building of a share structure as avoiding the obligation to pay health insurance contributions.

Obligation to pay contributions in a sole proprietorship company

It cannot be forgotten that the contribution obligation rests with the sole shareholder of a limited liability company as an entity acting alone.

ZUS, presenting its own position, has many times considered a partner holding 1% of shares as insignificant, or even illusory. As a result, the person with the majority contributions had to pay social security contributions as if he were the only partner in the company.

Inconsistent rulings on this issue have appeared in previous years from the Supreme Court. A significant example is the judgment of the Supreme Court of September 15, 2021, ref. no. No. I CSKP 44/21, which stated that only the sole shareholder of a single-member limited liability company is subject to compulsory retirement and disability insurance, and not the majority shareholder, even if he was “almost” the only one. The Supreme Court clearly stated that the fact that one of the partners holds less than 10% of the share capital does not generate restrictions on the rights so significant as to make them insignificant or non-existent.

A groundbreaking judgment regarding the company’s shareholder’s ZUS contributions

The latest judgment of the Supreme Court of February 21, 2024, ref. no. No. II UZP 8/23 confirmed the position presented above, ruling that a partner of a limited liability company holding 99% of the shares is not subject to social insurance pursuant to Art. 6(1). 1 point 5 in connection with joke. 8 section 6 point 4 of the System Act.


Rafał Drzewiecki

Lawyer, Mediator

He specializes in providing legal assistance to natural persons. He attaches great importance to trying to resolve disputes amicably, including in criminal cases. He realizes his professional career in criminal law, because he served his legal training under the supervision of an attorney specializing in this field. He is particularly interested in post-penitentiary issues: the system of electronic supervision, breaks in serving the prison sentence, conditional early release.

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