Management contract (B2B)

What is a management contract?

A management contract in a B2B setting is an agreement under which a natural person, usually a manager or executive, undertakes to provide management services to a company as an independent contractor rather than as an employee. In practice, this model is often used for management board members, directors, interim managers, and senior executives who perform strategic, organisational, and supervisory tasks for a business.

Under Polish practice, a management contract is not regulated as one separate named contract in the Civil Code. It is usually treated as an unnamed contract based on the principle of freedom of contract, with relevant provisions of civil law applied depending on the contract structure. In some cases, it resembles a mandate agreement, but its actual legal classification depends on the wording of the agreement, the scope of duties, the level of independence, and the way the relationship is performed in practice.

The key feature of a B2B management contract is that the manager does not perform work as an employee subordinated in the labour law sense. Instead, the manager typically acts with greater autonomy, assumes broader responsibility for business decisions, and may invoice the company through a sole proprietorship or other business vehicle, subject to the applicable tax and social security rules. This distinction may affect taxation, social security contributions, liability rules, confidentiality obligations, non-compete arrangements, and the risk of reclassification of the relationship.

What does a manager do under a management contract?

The scope of services under a management contract may cover day-to-day management of an enterprise, implementation of business strategy, supervision of teams or departments, budget control, negotiations with counterparties, reporting to shareholders or supervisory bodies, and representation of the company within the limits resulting from corporate and contractual rules. In larger organisations, a management contract may also define KPIs, reporting duties, compliance expectations, and decision-making thresholds.

Such contracts are used in many sectors, including manufacturing, real estate, finance, technology, and professional services. They may concern long-term executive cooperation or temporary engagement, for example in restructuring, crisis management, expansion into a new market, post-acquisition integration, or preparation of the business for sale or investment.

From a legal perspective, a properly drafted management contract should regulate at least the scope of duties, remuneration model, performance standards, liability, confidentiality, intellectual property, non-solicitation, termination, and dispute resolution. If the manager is also a member of the management board, the agreement should be aligned with company law requirements, including rules on representation when the contract is concluded with a board member.

When is it worth using a management contract?

A management contract may be considered where a company needs senior-level expertise and flexibility, but does not want to establish a standard employment relationship. This is common when engaging external executives, appointing turnaround managers, compensating board members outside classic employment structures, or building incentive arrangements linked to results.

For entrepreneurs, this model may be useful where the parties want to define commercial objectives and managerial accountability in a more flexible way than under labour law. For managers, it may offer greater freedom in organising work and commercial cooperation. At the same time, the parties should assess whether the planned arrangement is consistent with how the relationship will actually operate. If the factual circumstances indicate features typical for employment – such as strong subordination, fixed working time, strict place-of-work rules, and ongoing managerial control by the company – legal risks may arise.

Early legal review is particularly important when the contract concerns management board members, cross-border structures, variable remuneration, bonus plans, equity-linked incentives, or post-termination restrictions. It is also advisable where the parties need to address tax treatment, social security implications, corporate approvals, or potential conflicts of interest.

A prompt consultation with a lawyer may help avoid contractual gaps, defective corporate approval procedures, disputes over remuneration, challenges to termination, exposure to personal liability, or adverse tax and social security consequences. In practice, many disputes do not result from the business model itself, but from inconsistencies between the written contract, corporate documentation, and the actual manner in which services are performed.

What should be verified in a management contract?

Legal assessment of a management contract usually includes verification of the manager’s status, the legal basis of cooperation, the company representation rules, and the relationship between the contract and any corporate appointment. It is also important to review whether the contract properly addresses liability for damage, confidentiality, access to sensitive information, non-compete obligations during and after the cooperation, and ownership of work results or know-how created in connection with management services.

Another practical issue is whether the contract clearly defines remuneration components, reimbursement of expenses, performance bonuses, termination notice periods, and grounds for immediate termination. If the manager has access to trade secrets or key client relationships, the contract should define safeguards proportionate to the legitimate interests of the company. Where there are different interpretations in practice, for example regarding tax or social security treatment of particular remuneration elements, the safer approach is to assess the specific structure in light of the current regulations, official guidance, and case law.

Support of a law firm in the area of management contracts may include in particular:

drafting and negotiating B2B management contracts;
review of contracts for employment law reclassification risks;
advice on contracts with management board members and corporate approvals;
structuring confidentiality, non-compete, and liability clauses;
support in disputes concerning termination, remuneration, or breach of duties;
coordination of civil, corporate, tax, and compliance aspects of the cooperation.

Need legal support with a management contract? Contact us.

Management contract (B2B)