A foreign group forms or buys a Polish limited liability company (sp. z o.o.) and needs someone on its management board (zarząd) - often a finance person at head office, sometimes a local hire. The assumption that travels with the appointment is usually the same one that came with the vehicle: it is a limited liability company, so no individual is on the hook. That assumption is right about the shareholder and wrong about the person joining the board. Whether you sit in Warsaw or have, as I sometimes put it, only seen Poland on a map, the moment you join the board you take on a set of personal exposures your own corporate law probably does not mirror.

Limited liability protects the shareholder - not you

The “limited” in sp. z o.o. describes the shareholder’s position: a shareholder risks the capital it puts in and no more. A management board member’s position is governed by a different set of rules, and those rules are personal. In practice they fall into three systems that are easy to run together and important to keep apart: what you can owe the company, what you can owe its creditors, and what you can owe the State. They have different triggers and different defences, but two of the three turn on the same event.

What you owe the company: Art. 293

The inward-facing rule is Art. 293 of the Commercial Companies Code (Kodeks spółek handlowych, “KSH”): a board member is liable to the company for damage caused by an act or omission contrary to the law or the articles of association, unless they are not at fault. The wording matters - fault is presumed, so if the company (or, later, a bankruptcy trustee) points to a breach and a loss, the burden is on you to show you were not to blame.

Since 2022 the Code has also contained a business-judgment rule (Art. 293 § 3): a board member does not breach the duty of care if, acting loyally, they stayed within the bounds of justified business risk on the basis of the information and analysis the situation called for. In plain terms: a board will make mistakes - the rule protects the ones that were reasonable commercial calls, not the careless ones. It is not a magic shield, and a badly reasoned decision gets no cover from it; what it changed is the question a court asks - whether the decision was sound at the time, not whether it lost money. It is also why boards lean on experienced advisers before the big calls: so that, if a decision is later second-guessed, they can show it was taken properly.

What you owe creditors: Art. 299 - the Polish surprise

Here is the provision that surprises foreign boards the most. Under Art. 299 KSH, if enforcement against the company proves ineffective, its board members are jointly and severally liable for the company’s debts - with their own assets. A creditor who cannot collect from the company can turn to the people who ran it.

For precision: the liability is subsidiary, not primary - a creditor must first show that enforcement against the company itself failed (bezskuteczność egzekucji). Once they do, the burden flips to you.

A board member escapes only by proving one of the routes in Art. 299 § 2: that a bankruptcy petition was filed in time (or restructuring opened), that the failure to file was not their fault, or that the creditor suffered no loss anyway. Note what the first - and most common - route depends on: a deadline.

The one every board member fears most: tax and ZUS (Art. 116)

Ask any board member, Polish or foreign, what frightens them, and the answer is tax. Art. 116 of the Tax Ordinance (Ordynacja podatkowa) is Art. 299’s near-twin pointed at the State: if enforcement against the company is ineffective, board members are jointly and severally liable with their own assets for the company’s tax arrears - and, by cross-reference in the social-security legislation, for unpaid ZUS (social-security) contributions. The escape route is the same as under Art. 299: a bankruptcy petition filed in time, or a lack of fault. There is a second, purely factual defence - pointing to company assets from which the arrears can be substantially satisfied.

Three features make this track harder than Art. 299. It reaches former board members expressly (Art. 116 § 4). It covers liabilities whose payment deadline fell while you held office. And it sits on top of a system that runs entirely in Polish - the tax administration, every form, every filing - which for a non-Polish board member is a real barrier to knowing where the company stands. Poland has also digitised its tax world heavily, which adds to the early sense of being lost.

So this is not the place to economise. A board member who does not read Polish needs trusted finance people - at the very least an accounting firm experienced with foreign groups. I have seen, more than once, a group go cheap on bookkeeping and then spend months - with our support - working through one failure of a low-cost accountant after another. The cheapest bookkeeper is rarely the cheapest decision.

“But I don’t run the company” - the absent board member

A very common arrangement: the parent puts one of its own people on the board of the Polish sp. z o.o. alongside two local board members who actually run things. The head-office appointee takes no decisions, attends nothing, and may not know from day to day - sometimes not at all - what the company is doing. Does that reduce their exposure? No. A board member is liable on the same footing as the ones on the ground, even if they take no decisions and have no idea what is going on. The duties, and the heightened standard of care expected of a professional, apply in full: the law presumes a board member knows what is happening in their company - whether they sit in Warsaw, New York or Paris, and even if they could not name the Polish subsidiary they are on. Taking the role means accepting the duty to inform yourself. There is no passive tier.

Everything turns on one date: the 30-day clock (Art. 21)

Both external systems - creditors under Art. 299 and the tax authority under Art. 116 - hang on the same lever: the duty to file for bankruptcy within 30 days of the grounds for it arising (Art. 21 of the Bankruptcy Law, Prawo upadłościowe). File in time and you have the core defence to both. Miss the moment and you have opened the door to personal liability on both.

That is why the single most important habit for a board member is knowing, in real time, whether the company is still solvent - and this is where bookkeeping and liability meet. Without full visibility of the company’s finances, or without competent finance staff feeding it to you, a board member can miss the moment entirely, especially one running the company from abroad. The mechanics of the 30-day rule - when exactly the grounds “arise”, and what counts as filing “in time” - are a subject of their own.

The group-interest trap

Foreign board members often act, in substance, for the group rather than for the Polish company they sit on - executing a decision taken at head office. That is where the risk concentrates, because a board member’s duty under Art. 293 runs to the company, and a decision that serves the parent while harming the subsidiary is exactly the kind of breach the provision is built for.

Poland does have a holding-law regime (grupa spółek) that lets a formally constituted group act in the group’s interest, with a formal channel for binding instructions from the parent. In practice, though, these provisions are barely used: groups continue to run the way they always have - the decision comes from the top and the subsidiary’s board carries it out - and the elaborate holding-law rules added to the Code have not changed how Polish subsidiaries are actually managed. The point for a board member is simple: acting on a parent’s instruction does not, by itself, remove your own duty to the company. The holding-law regime itself is a separate topic.

What this means for you

Before you put anyone - your own people or a local hire - on the board of a Polish sp. z o.o., treat three things as non-negotiable: competent local bookkeeping you do not choose on price alone; real-time visibility of solvency, so the 30-day clock never runs without you knowing; and clarity on the group line, so instructions from head office do not quietly become your personal exposure. And arrange D&O cover early - see below.

Watch out

  • Discharge does not protect you. A shareholders’ resolution granting absolutorium (discharge) - and any waiver of claims - does not shield a board member in a claim brought by a shareholder or in the company’s bankruptcy (Art. 296 KSH).
  • Resigning does not close the file. The tax track reaches former board members expressly (Art. 116 § 4), and Art. 299 looks to when the debt arose, not to whether you are still in office.
  • There is a criminal duty too. Failing to file for bankruptcy when the conditions are met is an offence, punishable by a fine, restriction of liberty or up to a year’s imprisonment (Art. 586 KSH).
  • Reporting deadlines carry penalties. Missing a filing - for instance a tax declaration - can bring a fine (mandat) quite apart from any liability for the company’s debts.

Next steps

  1. Engage a bookkeeper or accounting firm experienced with foreign groups before the first filing period; do not select on price alone.
  2. Agree a monthly financial pack you actually understand, with explicit solvency red-flags.
  3. Confirm who is responsible for watching the 30-day bankruptcy clock and for filing.
  4. Put D&O insurance in place - it is available in Poland and increasingly common, and I recommend it as a matter of course. What it does and does not cover is worth checking.
  5. If you take instructions from the parent, map where the Polish company’s own interest ends.