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According to the article 210 § 1 of the Commercial Companies Code, in a contract between the company and the member of management board and in dispute between him and the company, the company should be represented by a supervisory board or by a proxy appointed by the meeting of shareholders. However, it doesn’t concern the one- person limited liability company in which the sole shareholder is also the sole member of management boar

In a court case law, the most popular view is that employment contract can’t be concluded by one- person limited liability company with the sole member of management board who is also the sole shareholder. The contract like this would be invalid. The reasons of such a view are as follows: first of all, such contract would be concluded between two parties, but between the same person so such regulation would be deprived of basic elements of employment relationship. In situation when the employee and employer is the same person, there can’t be kept the rule of superiority of the employer and that is why such employment contract shouldn’t exist. It is impossible to supply the services within the employment contract for the benefit of the employer, because the same person is the employer and the employee at the same time.

In summarize, the sole shareholder of the limited liability company, who is also the sole member of the management board, can’t be employed by this company. The consequence of such is that he can’t be insured in the social insurance fund as an employee. Moreover, the courts state that cost incurred by the one- person limited liability company in connection with the employment contract with the sole member of the management board who is also the sole shareholder, can’t be treated as tax deductible expenses.

On 21^st April 2009 the most significant in tax matters court stated in final judgment that in situation, when a foreign entity got VAT repayment after six month’s date, it can get interest from unpunctual VAT repayment (I FSK 96/08). The case concerned the situation of German pharmaceutical firm. It wasn’t registered in Poland, but it was buying goods and services in Poland.

According to Polish and UE law, the tax office has 6 months to return the VAT from the day of lodging an application. In practice, foreign entities have to wait much longer- even 1,5 year. Till now, offices refuse to pay the interest.

That is the reason why the judgment of the court is so important. It opens the way for entrepreneurs to lodge applications to receive the percentage from unpunctual VAT repayment for the last 5 years from the day of getting VAT repayment.

Moreover, it is worth to indicate that from 1^st January 2010 the new European Union Directive concerning VAT repayment for foreign entrepreneurs came into force. According to the new regulation, an application for VAT repayment shall be lodged till the end of September. Applications shall have the electronic form and should be lodged to tax authorities of the country, where the entrepreneur has its seat. Entrepreneurs won’t be obligated to show  invoices in original, but only copies according to tax office request.

The tax authorities will have 4 months to return money and what is important- new regulation imposes an obligation to calculate interest in case of unpunctual VAT repayment.

If you are a lessee of an agrarian land that is owned by the Treasury and managed by the Agricultural Property Agency and if you intend to lease the land after termination of your contract with the Agency, you should think about prolongation of the contract a few months before termination of the contract. It is because a special procedure that is used by the Agency in such cases.

Generally, lease contracts with the Agency are concluded after an auction. However, auction is not applied if existing lessee of the land has made a statement to the Agency about his intention of further lease of this land on new conditions to be agreed with the Agency, however lease rent cannot be lower than existing one. It is important to make such a statement not later than 3 months before termination of your existing lease contract with the Agency. Although, it is useful to mention that it is much safer to make a statement sooner than that, for example 6 months before termination of your contract, because there is no deadline how soon you can make such a statement. In this case you may have a comfort to know sooner whether you will be able to lease the land further or not.

Moreover, the Agency has 1 month time to agree new conditions of lease with you, counted from making a statement by you. Otherwise, a lease of the land will follow on the grounds of auction. Also, it is important to know that in case if the Agency does not provide you with its statement about new conditions of further lease of the land within 1 month from making a statement by you, it will be deemed that Agency has granted its consent for further lease of this land on existing conditions for 1 year.

To sum up, in order to prolong lease contract with the Agricultural Property Agency you must make a statement that you still want to lease it at least 3 months before termination of your existing contract (you can do it sooner), otherwise the land will be leased with use of auction form. Next, if the Agency provides you with new conditions of lease within 1 month from counted from your statement and then probably will ask you to submit several documents, including these regarding your financial condition and proving that you do not have public debts (taxes, insurance fees), to accept a new height of lease rent and to give suitable security, you have a chance for prolongation of lease if you fulfil them. In fact, if you have not had debts towards the Agency before and your financial status is stable, you have more chance for a positive decision. If the Agency misses 1 month time to provide you with new conditions, remember that your lease will be prolonged for the next 1 year on existing conditions.