Board in a Polish limited liability company (sp. z o.o.)

The Polish Commercial Companies Code stipulates that a Polish sp. z o.o. (hereinafter referred to as the company) must have two mandatory bodies: the shareholders' meeting and the board. While the code and the company's articles of association provide detailed guidance on the activities of the shareholders' meeting, the activities of the board are not specified as specifically in these documents.

Therefore, the presumption in the Polish system is that if there is any doubt about who is responsible for a particular action, it should be assumed that the company's board is responsible. Consequently, the conclusion is that everything that is not clearly assigned to other bodies falls within the competence of the board.

The duties of a member of the board, by nature, entail rights, obligations, and greater responsibility towards the company, creditors, and shareholders themselves.

Can a member of the polish board be a resident of another country?

Yes, there are no restrictions on the nationality of members of the board, so both Polish citizens and citizens of other countries can be part of the Polish company's board.

The only requirements for a person wishing to hold the position of a member of the board are their legal capacity as a natural person and no convictions for the crimes specified in the law (e.g., crimes related to forgery of documents).

Can a shareholder be a member of the board at the same time?

Yes, one person can be a shareholder of the company and a member of a board at the same time. However, attention should be paid to the situation, when one and only shareholder is also one and only board member - in this case all transactions between the company and such a shareholder-board member need to be performed in notarial form. In this case it is also not possible to conclude employment agreement (according to Labour code) between this board member and a company.

Does a member of the board need to be employed by the company?

No, employment is not mandatory. The board is appointed by the shareholders, so the members of the board hold their positions based on appointment. However, this does not mean that a contract of employment or any other form of agreement with a member of the board cannot be concluded.

What benefits do members of the board receive by being in the board?

Members of the board can receive remuneration for performing their duties. Non-compensated participation in the board is also allowed, but such activity may result in the company's income due to the provision of non-compensated services, which may be subject to taxation.

If a member of the board is also a shareholder of the company, they can directly manage and influence the operational activities of the company (unlike being just a shareholder, who is part of the shareholders' meeting and makes general strategic decisions).

Liability of board members

Remuneration of members of the board

The remuneration of a member of the board can be provided both based on appointment and through the conclusion of appropriate legal relations between the company and member of the board, in accordance with the provisions of the Labour Code or the Civil Code. The provisions of the Commercial Companies Code do not specify the type of legal relationship between a member of the board and the company.

The principles of remuneration payment to members of the board, especially the maximum amount of remuneration, the granting of additional allowances to members of the board, or the maximum value of these allowances, can be determined by a resolution of the shareholders.


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