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How often do authorities impose penalties?
In Poland public authorities are legally entitled to impose penalties directly on management board members, but they do so relatively rarely. In most cases, the penalty is imposed on the company rather than on the individuals managing it.
We identified 42 Polish authorities (both national and regional) that have the power to penalize management board members for failure to perform their duties. Many of the authorities surveyed do not keep separate statistics on penalties imposed on board members. Based on the available data and the responses we received, we were able to verify the number and amount of penalties imposed by 16 authorities between 2018 and 2024. Of these, only 5 actually imposed any penalties. These were:
- the President of the Office of Competition and Consumer Protection (UOKiK),
- the Polish Financial Supervision Authority (KNF),
- the Chairman of the National Broadcasting Council (KRRiT),
- the Łódź Regional Environmental Inspector, and
- the Mazovian Regional Environmental Inspector.
Significant penalties against board members in 2018–2024 were imposed mainly by the KNF (109 penalties) and the President of UOKiK (63 penalties). Eleven authorities – including the President of the Office of Electronic Communications (UKE), the President of the Energy Regulatory Office (URE), the President of the Railway Transport Office (UTK), and the General Inspector of Financial Information (GIIF) – indicated that they had not imposed any penalties on management board members during this period, despite having such powers.
Counsel, Legal Advisory
Many institutions in Poland do not have the authority to penalize management boards for violations at all. And even when the law allows for such measures, authorities use this option sparingly and only in exceptional cases. These situations usually concern regulated industries such as energy, media, transport, finance, or banking – where lawmakers have expressly provided for personal liability of board members. A similar approach is seen in institutions safeguarding the public interest, such as environmental protection or consumer rights. In practice, the most significant penalties are imposed by the KNF and the President of UOKiK – here, personal liability is no longer just a theoretical concept, but a tangible risk.
Board members sued in Poland under Article 299 of the Commercial Companies Code
Between 2018 and 2024, Polish courts awarded more than PLN 71 million against management board members sued under Article 299 of the Commercial Companies Code (CCC). Our analysis of 188 judgments of the Supreme Court and common courts issued in 2018–2024 and published in publicly available databases shows that proceedings against board members under Article 299 CCC are very frequent. It should be noted that the published judgments represent only a portion of the actual rulings.
Cases under Article 299 CCC range from minor claims of a few hundred zlotys to multi-million claims. The case law clearly shows that courts consistently reject arguments by management boards claiming lack of fault due to delegation of responsibilities – whether to another board member, an accountant, an external law firm, or a CFO. Nor can board members avoid liability by arguing ignorance or lack of knowledge of the law.
Management Board Member vs. the Polish Tax Authorities and Social Security (ZUS)
Between 2018 and 2024, nearly 4,000 final judgments were published in the Central Database of Administrative Court Rulings based on Article 116 of the Tax Ordinance. This provision is the one management board members fear most – and not without reason. Under Article 116, board members may face unlimited personal liability for a company’s tax arrears as well as unpaid social security contributions. The data show that in recent years a significant number of proceedings against board members have been initiated on this legal basis.
A board member may be held liable in place of the company if enforcement against the company’s assets has proved wholly or partly ineffective.
A board member can avoid liability for the company’s tax arrears if they demonstrate that:
- a bankruptcy petition was filed in due time, or restructuring proceedings were opened, or an arrangement was approved in arrangement-approval proceedings;
- failure to file such a petition was not their fault; or
- they identified company assets that would allow the arrears to be satisfied to a significant extent.
Tax Advisor, Partner, Tax Advisory
Serving as a management board member in a capital company in Poland is not only a privilege of decision-making, but also a very real financial risk. If the company fails to pay taxes and enforcement against its assets proves ineffective, the tax office can pursue the board member’s personal assets – regardless of whether they actively “ran” the company or were merely listed in the register.
There are only two ways to avoid this liability: taking the proper insolvency or restructuring measures on time, or pointing to specific, tangible company assets from which the tax authorities can recover a significant part of the arrears. What the law requires here is not so much tax expertise, but managerial vigilance and constant oversight of the company’s condition – regardless of how responsibilities are divided within the board. Liability is joint and personal. Article 116 of the Tax Ordinance in Poland does not ask about the amount of your remuneration, the length of your mandate, or your good intentions. It asks about effectiveness. What does that mean? If you knew the company was sinking – it was your duty to raise the alarm!
Download the report: Management Under Compliance Pressure
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