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Directors’ Duties in Poland

>> Powers and Duties in Poland

You must act within the powers imposed by the

Commercial Companies Code and Articles of Association. As a management board member you are required to act in accordance with legislation and act in good faith, in the company’s best interest, and to discharge your duties with the degree of diligence which is regarded as proper for the professional nature of your activities. You must also comply with legislation and the company’s constitutional documents.

Duties – skill and care

In exercising management board members’ powers, you are required to exhibit a certain degree of care, diligence and skill. The management board member’s goal is to act in the best interest of the company. Therefore,

the management board member’s actions and

potential liability is assessed based on the profit and damage caused to the company.

Duties – general

As a management board member, you must act in a way which you think is most likely to promote the success of the company. You need to consider a number of statutory factors relating to corporate requirements, including the long term consequences of your decisions, the company’s reputation and the interests of other company stakeholders such as employees, customers and the community. The general duties of the management board members are the:

  • duty to act with due care and skill
  • duty of loyalty towards the company
  • duty to ensure that the annual accounts are approved and filed with the relevant authorities
  • duty to manage the company’s affairs including the day-to-day management and other matters as required by statutory and internal regulations, eg proper accountancy, internal by-laws and rules of conduct
  • duty to represent the company appropriately and within the scope of the powers conferred
  • duty to ensure that all taxes and government fees are paid on time
  • the duty to report to the National Court Register every change which occurs in the company that is subject to the registration in the National Court Register, eg change of address, change of management board members, etc within seven (7) days from the occurrence of the change

Duties – other

There are many other areas of law which impose duties on management board member and senior managers, matters likely to be of particular relevance, depending upon the nature of the entity and its activities, are set out below:

  • the duty to ensure that adequate measures are put in place to prevent and detect the falsification of accounting records
  • the duty to make the necessary bankruptcy filings within two weeks from the date when the company became insolvent
  • the duty to call those necessary shareholders meetings, including the Annual Shareholders Meeting once a year and the Extraordinary Shareholder Meeting when it is required (eg the loss suffered by the company is so significant that it requires a shareholders decision on the further existence of the company) or needed (regular corporate changes, eg composition of the Board, name changes, address changes, etc)
  • the duty to prepare and issue the annual report
  • the duty to ensure that the company complies with competition law and does not participate in any agreements restricting competition within the marketplace
  • the duty to undertake all the requisite and reasonable organisational precautions required to prevent the bribery of public officials or persons in the private sector
  • you must comply with all competition law and regulations. If a director or employee fraudulently takes a personal and decisive part in anti-competitive practices including anticompetitive agreements or abuse of a dominant position, that person may be punished by a prison and/or a fine.
  • there a duty on management board members to ensure certain records are maintained while not necessarily within the premises/offices, for example the book of shares.

Health and safety/environmental law

Any serious accidental injury and investigations and environmental breaches if applicable must be reported in accordance with company policy. For example, you must ensure the company follows all the requirements of the relevant labour law with respect to the workplace regulations. This also includes health and safety laws. Management board members may not release themselves from their duty to observe employees and in a case of non-observance, resulting in an accident of the employee, you can be held liable. You therefore must ensure you consider the following: assess risks for health and safety

  • put in place a prevention system plan
  • remove risks or work to minimise them
  • minimise the number of employees exposed to danger
  • inform and train employees, managers and individuals in a position of responsibility adequately and appropriately

Tax law

You must comply with all areas of tax law and regulations. Failure to do so may leave you liable for late/non-payment of taxes. Responsibility for the tax arrears of the company is jointly and severally borne by management board members, if enforcement against the company’s property proved to be entirely or partly ineffective, and if a management board member does not prove that:

  • a petition to declare bankruptcy was filed or proceedings were instituted in order to avoid declaration of bankruptcy (arrangement proceedings) in due time
  • they are not liable for the failure to file a petition to declare bankruptcy or to institute proceedings in order to avoid declaration of bankruptcy (arrangement proceedings)
  • the company’s property that could satisfy the majority of the company’s tax arrears through enforcement

The responsibility of management board members covers tax arrears for the period when they performed the duties of a management board member. However, please note, that in

order to make the management board member liable for areas of tax law, the tax authority decision has to be issued.

Data privacy

The Data Privacy regulations are complex and broad in Poland, management board members should therefore seek advice when reviewing the company’s data security policy. However, generally speaking the management board members representing the company are obliged to comply with the data protection provisions and ensure the company’s compliance with the Polish Data Protection Act. In particular, they must provide a legal basis for the use of protected data and be able to certify that all sensitive personal data is protected. If the data stored by the company is unsecured, stolen and/or leaked, the management board members may be held both personally and criminally liable.

Latest version updated 4th April 2018

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Polish Z?oty


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