Management board liability in a sp. z o.o.: when a board member pays from their own assets

Management board liability in a sp. z o.o. means that the company itself is primarily liable for its debts, but a board member pays from their own assets when enforcement against the company proves ineffective and none of the statutory defences applies. This is how art. 299 of the Commercial Companies Code (in Polish) (KSH) works for debts owed to business partners, and art. 116 of the Tax Ordinance (in Polish) for taxes and ZUS contributions.

The most important defence is filing for bankruptcy at the right time. That is why the company’s situation has to be assessed on an ongoing basis, not only when a creditor sends a claim. This article reflects the law as of 4 November 2026 and is for information only. A specific dispute needs the assessment of a lawyer who sees the documents.

Liability of a board member versus liability of a shareholder

A shareholder is not liable for the company’s obligations, as art. 151 § 4 KSH states expressly. As a rule, they risk what they contributed to the company, which with the minimum capital is PLN 5,000. A board member is in a different position, because they run the company’s affairs and represent it externally (art. 201 § 1 KSH). If one person is both a shareholder and a board member, the shareholder’s protection does not cover their actions as a board member.

Art. 299 KSH: when a board member is liable for the company’s debts

Art. 299 § 1 KSH is short: if enforcement against the company proves ineffective, the board members are jointly and severally liable for its obligations. In practice, the creditor has to show three things.

1. The company owes them an obligation. The usual evidence is a judgment or an order for payment against the company.
2. Enforcement is ineffective, meaning the company has no assets from which the creditor could be satisfied. Most often this is shown by the bailiff discontinuing enforcement.
3. The defendant was a board member when the obligation existed. The Supreme Court has held that a board member is not liable on this basis for obligations that arose only after their mandate ended (order of 19 May 2015, I CSK 738/14). A former board member may also show that the debt does not exist, if the judgment against the company was given in proceedings started after they left (Constitutional Tribunal judgment of 12 April 2023, P 5/19).

Joint and several liability means the creditor can sue one board member for the full amount, and that person then settles up with the others. The division of duties on the board does not change the position towards the creditor, because the provision refers to all members. The Supreme Court treats this liability as compensatory (seven-judge resolution of 7 November 2008, III CZP 72/08). As a rule, the claim becomes time-barred after three years, and according to the Supreme Court judgment of 18 February 2015 (I CSK 9/14) the period runs from the day the creditor learned that enforcement was ineffective.

Example: an unpaid invoice for goods

This is a model example, and the amounts are illustrative. A company buys goods for PLN 80,000, does not pay and receives an order for payment. The bailiff finds no assets and discontinues enforcement. The supplier sues the sole board member for PLN 80,000 plus interest. It is now up to the board member to show that one of the grounds in art. 299 § 2 KSH applies. If they do not, they will pay from their private money.

How a board member can avoid liability

The burden of proof lies with the board member. Art. 299 § 2 KSH gives them three routes, and showing one of them effectively is enough.

• A bankruptcy petition was filed at the right time, or at that time restructuring proceedings were opened or an arrangement was approved.
• The petition was not filed through no fault of the board member. Specific circumstances have to be shown, and simply not knowing the company’s situation is usually not enough, because a board member is required to know it.
• The creditor suffered no damage, meaning they would have recovered the same amount even if the petition had been filed on time.

What “at the right time” means

The petition must be filed no later than 30 days after the grounds for declaring bankruptcy arose (art. 21(1) of the Bankruptcy Law, in Polish). The duty applies to everyone who may represent the company alone or jointly with others (art. 21(2)). The ground is insolvency, which art. 11 describes in two ways. The first is losing the ability to pay due monetary obligations, which the provision presumes when payments are more than three months late. The second is monetary obligations exceeding the value of the company’s assets for more than 24 months.

In practice, one simple warning sign is worth keeping: every invoice three months overdue is the moment to take a hard look at the company’s situation. The 30-day period may run from then, and missing it also opens the way to compensation under art. 21(3) of the Bankruptcy Law. In such a dispute, the damage is presumed to equal the unsatisfied claim (art. 21(3a)).

Board liability for taxes and ZUS

Board members are jointly and severally liable with all their assets for the company’s tax arrears if enforcement against the company’s assets has proved wholly or partly ineffective (art. 116 § 1 of the Tax Ordinance). The same rule applies to ZUS contributions, because art. 31 of the Social Insurance System Act applies these provisions accordingly. The differences from art. 299 KSH are significant:

• The authority does not have to go to court. It decides on liability by an administrative decision, which can be appealed.
• There is an additional defence: the board member can point to company assets from which enforcement will satisfy the arrears to a significant extent.
• The scope is strictly defined. It covers arrears from obligations whose payment deadline fell while the person held office (art. 116 § 2).
• The provisions also cover former board members (art. 116 § 4), so leaving the company does not close the matter for the period in office.

On 27 February 2025, in case C-277/24 Adjak, the Court of Justice of the EU ruled that a board member must have a real opportunity in the proceedings on their liability to challenge the authority’s findings, as well as access to the file. The Ministry of Finance announced a change in the law (draft UC138), but as of 4 November 2026 it had not been passed. Art. 116 therefore applies in its existing wording, and how it is applied is worth checking in every new case.

Liability towards the company and the business judgment rule

A board member should act with the diligence that follows from the professional nature of their activity and with loyalty to the company (art. 209¹ KSH). They are liable to the company for damage caused by acting against the law or the articles, unless they are not at fault (art. 293 § 1 KSH). Not every unsuccessful decision is a breach, however. Art. 293 § 3 KSH protects a person who acts loyally, within the limits of justified business risk and on the basis of information, analyses and opinions that should have been taken into account in the circumstances. This approach is called the business judgment rule. That is why it is worth keeping the documents on which a decision was based, such as offers, calculations and advisers’ opinions.

If the company itself does not sue a board member within a year of the act coming to light, any shareholder may do so (art. 295 § 1 KSH). In such proceedings, as in the company’s bankruptcy, the board member cannot rely on the discharge (art. 296 KSH). The claim becomes time-barred three years after the company learned of the damage and of the person obliged to remedy it, and at the latest ten years after the event (art. 297 KSH).

Criminal liability of a board member

Beyond money, penalties and bans come into play. These are the ones that most often concern an ordinary company:

A final conviction for certain offences, including those against property and economic transactions, also bars a person from the board for five years (art. 18 § 2 and 3 KSH). We describe the obligations around statements in our article on sp. z o.o. financial statements.

Liability of a new board member after buying a company

This question concerns everyone who buys shares and joins the board. Liability is linked to holding office, so what matters is not only what you do after the purchase, but also what obligations the company already has. Art. 116 of the Tax Ordinance refers to payment deadlines falling during your term, and under art. 299 KSH what matters is an obligation existing during the mandate. If the company has an old debt, you need to know about it before joining the board.

Before buying, review the KRS extract, the financial statements filed and any entries about arrears. The ready-made companies in the VKANCELARIA offer have not traded or signed commercial contracts, and their tax returns and financial statements are filed on time. You will find a checklist in our guide on buying a ready-made company step by step. Changing the board itself requires a resolution and an entry, which we describe in our article on changing the management board of a sp. z o.o.

Leaving also needs to be done properly. A mandate expires, among other things, through resignation, death or dismissal (art. 202 § 4 KSH). If no one would remain on the board after a resignation, the board member submits it to the shareholders and at the same time convenes a meeting, and the resignation takes effect on the day after the date of the meeting, unless the articles provide otherwise (art. 202 § 6 KSH). Resignation does not remove liability for the period in office.

How to limit the risk as a board member

No clause in an agreement will exclude liability towards creditors or the authorities. It can, however, be greatly reduced by good organisation, and that is mostly a matter of regularity.

• Once a month, check the list of overdue invoices and obligations, especially those more than three months late.
• When the company loses liquidity, note the date straight away and ask a bankruptcy and restructuring lawyer for an assessment, so as not to exceed 30 days.
• Keep track of tax and contribution deadlines, because these debts do not require court proceedings.
• Check that the books are kept up to date. Without current figures you cannot assess the company’s situation, and any defence will be harder.
• Record board resolutions and document the basis of important decisions.

Current figures come from well-kept company accounting, which can be handled by VKSIĘGOWOŚĆ, the accounting firm of our group. If you are only planning a business, see what sp. z o.o. registration includes and whom to appoint to the board. We discuss the decisions before setting up a company in our guide on how to set up a sp. z o.o.