Kancelaria Radcy Prawnego Sylwia Szewczyk-Jankowska
Legal basis
- Ustawa z dnia 15 września 2000 r. – Kodeks spółek handlowych (Commercial Companies Code; k.s.h.; consolidated text: Dz.U. 2024, poz. 18, as amended).
art. 201 § 1; art. 205 § 1; art. 210 § 1; art. 293 § 1–3; art. 299 § 1–2. - Ustawa z dnia 28 lutego 2003 r. – Prawo upadłościowe (Bankruptcy Law; consolidated text: Dz.U. 2026, poz. 913).
art. 11 ust. 1–2; art. 21 ust. 1–3. - Ustawa z dnia 23 kwietnia 1964 r. – Kodeks cywilny (Civil Code; k.c.; consolidated text: Dz.U. 2026, poz. 795).
art. 118; art. 120 § 1; art. 442¹ § 1. - Ustawa z dnia 26 czerwca 1974 r. – Kodeks pracy (Labour Code; k.p.; consolidated text: Dz.U. 2025, poz. 277, as amended).
art. 22 § 1 i § 1¹; art. 94 pkt 9a.
Contracts and representation
Collect current contracts, amendments, terms and powers of attorney. Establish who can bind the business and how departures from standard terms are approved. In a Polish limited liability company, representation follows legislation and the articles of association. Registry information is an important starting point but does not resolve every restriction or special case.
A contract between the company and a management board member requires assessment under art. 210 k.s.h. A signature by another board member may be insufficient. Internal spending approval rules are also distinct from authority to bind the company externally. Document these two levels separately.
People and employment records
The contract type should reflect how work is actually performed. Calling an arrangement “B2B cooperation” does not determine its legal classification if it has the features of employment under art. 22 k.p. The assessment includes subordination, working time and location, personal performance and the real organisation of work.
Check employment documentation, access to data, responsibilities and ownership of document updates. Accurate service records also matter under the 2026 rules. A procedure that nobody follows does not provide protection merely by existing. Assign a responsible person and specify how performance of the required action will be recorded.
Receivables and disputes
A receivables schedule should record the basis of each claim, payment date, evidence of performance and the current status of discussions. Identify complaints and missing acceptance records early. Accounting alone may not explain an invoice dispute or the evidence needed.
Business claims generally have a three-year limitation period, but the contract type may lead to a different period. Establish the deadline for each class of receivables. A payment demand does not itself interrupt limitation. Assess settlement, security and costs as well; taking every unpaid invoice to court without analysis is not necessarily commercially sensible.
Liquidity and management duties
Insolvency is a statutory concept, not simply an accounting loss. Art. 11 of the Bankruptcy Law includes loss of the ability to meet due monetary obligations. It provides a presumption where delay exceeds three months and a separate over-indebtedness test for specified entities. The presumption is not a safe waiting period.
Art. 21 ust. 1 generally requires a bankruptcy application within 30 days after a statutory ground arises. This is a deadline for performing a duty, not limitation of a claim. Liquidity difficulties call for prompt examination of the data and restructuring options. An annual review cannot replace ongoing monitoring of due obligations.
Management board members’ liability
For a Polish limited liability company, unsuccessful enforcement against the company may allow a claim against management board members under art. 299 k.s.h. This is not automatic liability for everyone ever entered in the registry. The period of office, claim requirements, opportunities to defend the case and statutory grounds for exemption must be examined.
The 2008 resolution concerns limitation rules for that liability. Current art. 442¹ § 1 k.c. also addresses knowledge that could have been acquired through due care; the old wording should not simply be repeated. Constitutional case law on a former board member’s ability to dispute the company’s debt must also be considered. Liability to the company itself under art. 293 k.s.h. is a separate issue.
Planning a review with an adviser
Prepare the current articles, resolutions, representation documents, liability and receivables schedules, key contracts and a description of employment arrangements. Assign each risk an owner, deadline and evidence of completion. Keep the register concise and current.
A legal adviser (attorney-at-law) is particularly useful when liquidity deteriorates, shareholders disagree, the employment model changes or a contract exceeds the business’s usual scale. In a hypothetical example, rising overdue receivables lead a business to incur further liabilities. A combined legal and financial assessment may identify the need to act well before the financial year closes, so management can assess the options.
Supreme Court of Poland case law
Resolution of seven judges of the Supreme Court of Poland of 7 November 2008, III CZP 72/08.
Claims against a limited liability company’s management board members under art. 299 k.s.h. follow the limitation rules for tort claims. The period must be assessed separately from limitation of the company’s original debt.
Case law source (Supreme Court, PDF)This article is for information only. It is not legal advice or an offer. An individual matter requires a review of its facts, documents and applicable provisions.