1. Civil liability of the members of the management board of a company

1. Liability towards the company

Pursuant to Articles 293, 300¹²⁵, 483 of the Commercial Companies and Partnerships Code (Kodeks spółek handlowych), a member of the management board, of the supervisory board, and of the audit committee and a liquidator of a company (a limited liability company, a joint-stock company and a simple joint-stock company) is liable towards the company for damage caused by an act or omission contrary to law or to the provisions of the company’s statute, unless they are not at fault. Thus, it is the unlawfulness of their action that constitutes a condition of their liability. That liability includes liability for damage caused to the company as well as loss of profit suffered by the company.

A member of the management board, of the supervisory board, and of the audit committee and the liquidator is not in breach of their duty of diligence resulting from the professional nature of their actions if, while acting loyal to the company, they act within the limits of a reasonable economic risk, including on the basis of information, analyses and opinions which, given the circumstances, should be taken into account when making a diligent assessment.

Where damage has been caused jointly by several persons, they are jointly and severally liable for that damage.

2. Liability towards creditors

The primary liability to be borne by the members of the management board of a limited liability company arises from Article 299 of the Commercial Companies and Partnerships Code (Kodeks spółek handlowych).

According to the provision, if enforcement against the company proves ineffective, the members of the management board are jointly and severally liable for the company’s liabilities.

A management board member may release themselves from this liability if they prove that a petition for bankruptcy has been filed in due time, or that a decision has been issued at the same time on the opening of restructuring proceedings or on the approval of an arrangement in the proceedings for the approval of an arrangement, or that the failure to file a petition for bankruptcy was not their fault, or that despite the failure to file a petition for bankruptcy and the failure to issue a decision on the opening of restructuring proceedings or to approve an arrangement in the proceedings for the approval of an arrangement, the creditor has not suffered any damage.

This regulation is without prejudice to the provisions establishing further liability of the members of the management board – which means that a member of the management board may be held liable under civil law.

Members of the management board are not liable for failing to file a petition for bankruptcy at the time when enforcement is conducted by receivership (zarząd przymusowy) or through sale of business, pursuant to the provisions of the Code of Civil Procedure, if the obligation to file a petition for bankruptcy arose at the time when enforcement was pending.

3. Liability under general principles

The provisions of Articles 300, 300¹³⁴  and 490 of the Commercial Companies and Partnerships Code (Kodeks spółek handlowych) provide for the liability of members of the management board and of the supervisory board towards shareholders and third parties for damage caused to such persons that may be sought under general principles.

Claims are to be pursued on the basis of Article 415 or Article 471 or Article 405 et seq. of the Civil Code.

4. Liability for making false statements

If members of the management board have intentionally or negligently provided false information in their declaration of share capital being paid-up in full, they are jointly and severally liable towards the company’s creditors for the period of three years of the date of the company’s registration or the registration of the share capital increase (registration of the issue of new shares in the case of a simple joint-stock company).

2. Third-party liability of managers of partnerships

Pursuant to Article 31 of the Commercial Companies and Partnerships Code (Kodeks spółek handlowych), a creditor of a general partnership may proceed with enforcement against the assets of a partner if enforcement against the assets of the partnership proves ineffective. A creditor may direct their claim against all partners or against only some of them.

In a professional partnership, a partner is not liable for the liabilities of the partnership that have arisen in connection with the other partners’ exercising of a liberal profession in the partnership, or for the liabilities of the partnership arising from the acts or omissions of persons employed by the partnership under a contract of employment or other legal relationship who were under the control of another partner when providing services related to the objects of the partnership.

However, the articles of association of a professional partnership may stipulate that one or more partners agree to be liable to the extent as if they were a partner in a general partnership.

In a limited partnership, general partners (komplementariusze) are liable as if they were partners in a general partnership, i.e. without limitation and with all their assets. Limited partners (komandytariusze) are liable up to the amount specified in the articles of association (commendam sum).

In a limited joint-stock partnership, general partners are liable as if they were partners in a general partnership, i.e. without limitation and with all their assets.