Corporate governance in Poland
The directors of Polish companies
have certain duties and responsibilities as described in the Company Law
. The corporate governance in a Polish company will depend on the type of company and also on the internal rules and regulations set forth by its Board members.
Limited liability companies
and joint stock companies must each follow rules regarding the management and supervisory board that guide their activities on the Polish market. While the first type of company has lesser constraints, the joint-stock company, being allowed to have more members, observes a two-tier corporate governance system.
Depending on the type of company
you choose to open in Poland, our Polish company formation experts can help you understand the specific management structure.
A company director’s duties in Poland
The management board
is mandatory for companies in Poland. It must consist of at least one member, the company director
, and the maximum number can be limited by the Articles of Association. For joint-stock companies a member of the management board cannot act as a member of the supervisory board
at the same time. This supervisory board is only mandatory of the company has more than 25 shareholders
and if its share capital exceeds a certain amount.
An important condition for Polish company directors is that they must be of legal age in order to be able to be part of one of the boards. Depending on the sector in which the company operates it can also apply restrictions regarding to the studies or experience level of its directors.
Liabilities for Polish company directors
Company directors in Poland can have civil, criminal and organisational liability. They have a duty of care towards the company and must always act in the best interests of the institution. Civil liability arises for damages brought to the company. The director can be liable towards the shareholders and/or third parties. The director who caused the damage to the company is liable for the losses and must compensate for them. When more than one board members were involved they can be jointly liable for the damages.
Foreign company directors
are allowed in Poland. However, before commencing work in the country they must apply for and obtain a work permit