The judgment under review was issued at the background of the provisions on third-party liability for tax arrears of a taxpayer. The important issues that emerged in the case concern the standards of proceedings for adjudicating the liability of a member of the management board. The Supreme Administrative Court correctly questioned the operating model of the tax authority, which reduced the tax proceedings to a few actions and issued a liability decision within a few days. The decision was issued on the last day before the expiry of the limitation period for the authority’s right to issue the decision. It prompts considerations dedicated to the application of the fundamental principles of tax proceedings and extending the argumentation presented in the justification of the ruling regarding the sham of proceedings.

Issues of directors' personal liability for limited liability companies tax debts are related to the need to maintain an appropriate relationship between enforcement of obligations under the law and respect for the rights of subjects of these obligations. On the one hand, in the case of limited liability companies, we are faced with the problem of guaranteeing effective protection to the company's creditors, including public law creditors, and, on the other hand, with the need to maintain acceptable standards for imposing liability for the company's obligations as a separate legal entity. The conflict of these values becomes apparent with particular intensity in the situation of actual influence on the functioning of the company by persons who are not appointed as directors or act as a director without due authority. Analysis of Polish, German and Austrian law allows the conclusion that the scope of liability of de facto directors is sometimes shaped differently and the sources of such liability are different. The purpose of this article is to indicate the need for a statutory regulation of the legal position of a de facto director.