A Warsaw-based manufacturing company receives a tax assessment notice. The company cannot pay. Within weeks, the tax authority – the Naczelnik Urzędu Skarbowego (Head of Tax Office) – begins enforcement proceedings. When those fail, the authority turns to the board. Each director faces personal liability for the full amount of unpaid tax, plus interest. That is the mechanism under Polish tax law that catches many executives off guard.

Under the Ordynacja podatkowa (Tax Ordinance), board members of a limited liability company may be held personally liable for the company's tax arrears when enforcement against the company proves ineffective. Personal liability attaches to each director who served during the period the arrears arose. The sole escape route is demonstrating that insolvency proceedings were filed on time, that no fault attaches to the failure to file, or that the company's assets are sufficient to satisfy the debt.

This alert covers three areas: the trigger conditions that activate personal liability, who is affected and at what threshold, and the immediate steps directors must take to protect themselves. The window for action is narrow. Missing it forfeits the only defences available under Polish law.

When does board liability for tax arrears arise under Polish tax law?

Personal liability activates only after the tax authority has exhausted enforcement against the company itself. That prerequisite sounds protective. In practice, tax authorities move quickly once a company's bank accounts show insufficient funds – often within 30 to 60 days of a failed levy. The liability is joint and several across all directors who held office when the arrears crystallised.

Three conditions must all be met before liability attaches. First, enforcement against the company must have proved ineffective. Second, the director must have held office during the tax period in question. Third, no exculpatory circumstance applies. The Tax Ordinance sets out those circumstances exhaustively: timely insolvency filing, absence of fault in failing to file, or identification of company assets sufficient to satisfy the debt. Missing even one of these defences leaves the director fully exposed.

The timing of the insolvency filing is decisive. Insolvency law requires a filing within 30 days of the company becoming insolvent – meaning it can no longer meet its obligations as they fall due, or its liabilities exceed its assets. A filing made on day 31 does not satisfy the defence. Tax authorities regularly challenge filings they consider late, and the Naczelny Sąd Administracyjny (Supreme Administrative Court, NSA) has confirmed that the burden of proving timeliness falls on the director, not the authority.

One practical point deserves emphasis. A director who resigned before the arrears arose is not automatically safe. If the resignation was not registered with the Krajowy Rejestr Sądowy (National Court Register, KRS) before the tax period in question, the authority may still pursue that individual. Registration lag is a common and costly oversight.

Who is affected, and what are the exposure thresholds?

The Tax Ordinance applies to board members of spółki z ograniczoną odpowiedzialnością (limited liability companies, sp. z o.o.) and, under related provisions, to management board members of joint-stock companies. Liquidators and, in certain circumstances, proxies with general authority (prokurenci) may also fall within scope. There is no minimum threshold for the arrears amount – liability can attach even for modest sums, though authorities typically prioritise cases exceeding PLN 50,000.

The liability is unlimited. It covers the full principal of the tax arrears, statutory interest accruing at 8% per annum (the standard rate under current regulations), and enforcement costs. For a company with PLN 500,000 in unpaid VAT and CIT accumulated over 18 months, the total exposure to an individual director can easily reach PLN 600,000 or more. That figure is recoverable from the director's personal assets – bank accounts, real property, investment portfolios.

Foreign board members are not exempt. A German or Dutch national serving on the board of a Polish subsidiary carries the same exposure as a Polish resident. The Urząd Skarbowy (Tax Office) may pursue enforcement in Poland against Polish-registered assets of that individual, and cross-border enforcement through EU mechanisms is available for arrears exceeding EUR 1,500. We secured a reversal of a personal liability decision for a director of a manufacturing subsidiary in the Mazowieckie region (autumn 2025), where the authority had incorrectly assessed the date of insolvency onset.

Directors of distressed companies should monitor three indicators monthly: the ratio of current liabilities to liquid assets, the age profile of unpaid tax obligations, and any enforcement notices received by the company. Crossing the insolvency threshold without filing within 30 days is the single most common trigger for personal liability proceedings.

What immediate steps must directors take to limit exposure?

Speed matters more than most directors realise. Once the tax authority issues a decision holding a director personally liable, the window to challenge it is 14 days for an administrative appeal to the Dyrektor Izby Administracji Skarbowej (Director of Tax Administration Chamber). Missing that deadline closes the administrative track entirely. The only remaining route is a complaint to the Wojewódzki Sąd Administracyjny (Regional Administrative Court, WSA), which takes 12 to 18 months on average.

The priority actions are straightforward but time-sensitive.

  • Obtain a current KRS extract confirming your actual period of board membership.
  • Gather board resolutions, financial statements, and any insolvency-related correspondence dated within 30 days of the company's insolvency onset.
  • Identify any company assets not yet subject to enforcement – these can support the "sufficient assets" defence.
  • Instruct counsel to review whether a pre-pack restructuring (pre-packaged insolvency) was available and whether failure to pursue it affects the timeliness defence.
  • File an administrative appeal within 14 days if a liability decision has already been issued.

Directors of companies still operating but showing signs of distress have more options. A postępowanie restrukturyzacyjne (restructuring proceeding) opened before insolvency is declared can, in certain configurations, interrupt the 30-day filing clock and preserve the exculpatory defence. Our team obtained interim protection for a director of a logistics company in Lower Silesia (spring 2026), where a timely restructuring application was used to rebut the authority's liability assessment.

For cross-border structures, the interaction between Polish tax liability and foreign insolvency proceedings adds complexity. A filing in a foreign jurisdiction does not automatically satisfy the Polish 30-day requirement. Coordination between Polish and foreign counsel is essential. For context on how cross-border insolvency proceedings interact with Polish enforcement, see our analysis of cross-border insolvency involving Poland and the Czech Republic. Directors of Polish subsidiaries of foreign groups should also review key provisions of Poland's double tax treaty network to understand how treaty rules interact with domestic liability exposure. The parallel regime under commercial law is equally important – personal liability for board members under corporate legislation is addressed in our guide to board liability under Art. 299 KSH.

The specific circumstances of your company determine which defences remain open. Delay forfeits options that cannot be recovered later.

To receive an expert assessment of your exposure under the Tax Ordinance's board liability provisions, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can a director avoid liability by resigning from the board before the tax authority issues its decision?

A: Resignation after the tax period in question does not extinguish liability that has already attached. The relevant date is when the arrears arose, not when the authority issues its decision. A director who resigned during the period the arrears accumulated may still be held liable for the portion of arrears attributable to their tenure. Registration of the resignation in the National Court Register before the relevant tax period is the only reliable protection.

Q: How long does the tax authority have to pursue a director personally?

A: The Tax Ordinance sets a limitation period of five years from the end of the calendar year in which the tax liability arose. That clock runs independently of any enforcement proceedings against the company. Directors of companies that became insolvent several years ago should not assume the risk has passed without verifying the limitation position.

Q: Is it a misconception that filing for insolvency always protects the director?

A: Yes. Filing for insolvency protects the director only if the filing was made within 30 days of the company meeting the insolvency test under insolvency law. A filing made after that window – even by one day – does not satisfy the defence. Additionally, the director must demonstrate that the filing was timely, which requires evidence of the exact date the company became insolvent. Courts and tax authorities scrutinise that date carefully, and the burden of proof rests with the director.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to restructuring, insolvency, and white-collar defence. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.