What are the legal responsibilities of a management board member of LLC in Poland?

Being a board member of a limited liability company (sp. z o.o.) in Poland comes with significant authority – but also with legal responsibilities. While the company itself is a separate legal entity, directors can be held personally liable in certain situations.

General rule: no personal liability

In principle, a sp. z o.o. is liable for its own debts and obligations. Management board members are not personally responsible for the company’s liabilities—unless specific legal conditions are met.

When can a management board member director be held liable?

Civil liability toward the company

If a board member causes damage to the company through unlawful or negligent actions (e.g., violating the law or the company’s articles), he may be sued for compensation. This kind of liability includes both intentional misconduct and gross negligence.

Liability toward creditors (Art. 299 of the Commercial Companies Code)

If the company becomes insolvent and enforcement against its assets fails, board member may be held personally liable for its debts. This regime applies unless the board member proves:

• he filed for bankruptcy or restructuring in time, or
• the creditor did not suffer damage due to their actions.

Tax and Social Security liabilities

Management board member may be personally liable for unpaid taxes or social security contributions if they failed to fulfill their duties (e.g., timely filings or payments).

Criminal liability

Management board member may face criminal charges for offenses such as:

• falsifying financial statements
• failing to file for bankruptcy
• acting against the interests of the company or its creditors

Who Can Sue a Director?

• The company itself (usually represented by the supervisory board or shareholders)
• Individual shareholders, if the company fails to act within one year of discovering the damage
• Creditors, in case of ineffective enforcement against the company

How can we help?

Navigating the responsibilities of a board member can be complex. Our law firm provides strategic legal support tailored to directors and company leadership. We assist i.a. with minimizing personal liability risks, ensuring compliance with corporate and tax regulations, proper documentation of board decisions and filing for restructuring or bankruptcy when necessary.