A management board member of a mid-sized logistics company in Mazowieckie received a court summons in late winter 2025. A creditor had obtained an unsatisfied enforcement title against the company and was now pursuing the board member personally for the full outstanding debt. The amount exceeded PLN 800,000. The board member had resigned from the board eighteen months earlier and assumed the matter was closed.
Under the Kodeks spółek handlowych (Commercial Companies Code, KSH), board members of a limited liability company bear personal, joint and several liability for the company's obligations when enforcement against the company proves ineffective. This liability arises automatically once a creditor demonstrates that execution against company assets has failed. The only defences available are narrow: the board member must show that an insolvency petition was filed on time, that no damage resulted from the failure to file, or that the creditor could have been satisfied from assets the board member identifies.
This case study traces how that matter was resolved – and what transferable lessons it carries for any board member, incoming investor, or in-house counsel dealing with a distressed Polish entity.
What was the background to the personal liability claim?
The company had operated as a road-freight subcontractor. Over three consecutive quarters, it accumulated payment arrears to several trade creditors. The largest creditor – a fuel supplier – obtained a court judgment and then an enforcement title. The bailiff found no realisable assets. That finding was enough to open the door to a personal claim against every person who had served on the board during the period the debt was incurred.
Our client had served as a board member for approximately two years before resigning. He had not been involved in day-to-day financial management. He believed, reasonably but incorrectly, that resignation terminated any exposure. Under Commercial Companies Code rules, liability attaches to the period of board membership, not to the date of the claim. A board member who served when the debt arose remains exposed even after leaving office.
The creditor named three former board members jointly. The claim was filed before the District Court in Warsaw. Our client faced a realistic prospect of a judgment that would allow enforcement against his personal assets – including a family home held jointly with his spouse. The irreversible consequence of an unanswered claim was a final judgment within months.
- Enforcement title obtained by creditor against the company
- Bailiff confirmed no realisable company assets
- Personal claim filed against three former board members jointly
- Claim amount: PLN 800,000 plus interest and costs
- Defendant had resigned from the board 18 months before the summons
What defence strategy did we deploy?
The defence under Commercial Companies Code personal liability rules is fact-intensive. Three statutory grounds exist. First, the board member filed a timely insolvency petition. Second, no damage resulted from any failure to file. Third, the creditor could be satisfied from specific assets the board member identifies. Our analysis focused on the first and second grounds simultaneously.
We obtained the full set of company financial statements for the relevant period. The question was precise: at what point did the company become insolvent within the meaning of Polish insolvency law? Insolvency law defines the trigger as the moment the company ceases to meet its financial obligations as they fall due – a cash-flow test – or when liabilities exceed assets by a defined margin for longer than 24 months. The 30-day filing window runs from that moment.
Our review identified that the company's financial position had deteriorated sharply in one specific quarter. At that point our client was still a serving board member. However, internal correspondence and board minutes – which we secured through disclosure requests – showed that our client had repeatedly raised the question of financial distress with the majority shareholder and had formally requested that external insolvency counsel be engaged. Those requests were refused. That record was material.
We also engaged a forensic accountant to reconstruct the company's balance sheet at the critical date. The reconstruction showed that, on a conservative reading, the insolvency threshold was crossed approximately six weeks after our client resigned. If that timeline held, our client's entire period of board membership fell within the solvent period. The personal liability claim would then have no factual foundation.
We secured a reversal of the personal liability exposure for our client, with the claim dismissed in its entirety, for a logistics sector defendant in Mazowieckie (spring 2025). The court accepted the forensic reconstruction and the documentary evidence of our client's conduct.
How did the court process unfold?
The case was heard before the District Court in Warsaw, registered with the National Court Register (KRS). The creditor's position rested on the bailiff's certificate of ineffective enforcement – a document that, under Commercial Companies Code rules, creates a presumption that company assets are insufficient. That presumption shifts the burden to the board member to demonstrate one of the three defences. The burden shift is strict. Passive defence is not sufficient.
We filed a detailed response to the claim within the 14-day statutory deadline. The response set out the forensic timeline, attached the reconstructed balance sheet, and included the board minutes showing our client's warnings. We also cross-claimed procedurally against the co-defendants, preserving our client's contribution rights if the court found any residual liability.
The creditor challenged the forensic reconstruction. The court appointed its own expert – a standard step in commercial disputes of this type before the Polish Financial Supervision Authority (KNF)-regulated capital markets context, and equally common in insolvency-adjacent litigation. The court-appointed expert broadly confirmed our reconstruction, with a minor adjustment to the timeline that still placed the insolvency trigger after our client's resignation date.
The hearing took place over two sessions. The court issued judgment within four months of the initial filing. Our client was released from the claim entirely. The two remaining defendants, who had served on the board after the insolvency threshold was crossed, were held jointly liable for the full PLN 800,000 plus statutory interest running from the date the debt fell due. For context on how cross-border insolvency proceedings interact with Polish liability rules, see our analysis of cross-border insolvency involving Poland and Germany.
What lessons does this case carry for board members and investors?
Personal liability under Commercial Companies Code rules is one of the most underestimated risks in Polish corporate governance. Foreign investors structuring Polish subsidiaries – a topic we address in our guide on foreign investment screening in Poland and UOKiK powers – frequently overlook the personal exposure their appointed directors carry from day one.
Four lessons emerge from this matter. First, resignation does not extinguish liability for obligations incurred during the period of service. A board member who served for even a single month in which a debt arose remains exposed to a personal claim years later. Second, the 30-day window for filing an insolvency petition is absolute. Missing it by even one day forfeits the primary defence. Third, documentary evidence of board conduct – minutes, emails, formal requests – is not administrative overhead. It is the factual foundation of any future defence. Fourth, incoming board members should conduct a financial health review before accepting appointment. Accepting a board seat in a company already past the insolvency threshold means inheriting exposure immediately.
For companies operating in restructuring contexts, or for investors considering a pre-pack acquisition of a distressed Polish entity, understanding the personal liability timeline is equally important. The pre-pack procedure under Polish restructuring law allows assets to be transferred free of certain liabilities – but board members of the transferring entity remain personally exposed for obligations that pre-date the restructuring opening. Our analysis of cross-border insolvency involving Poland and the Czech Republic examines how similar exposure arises in multi-jurisdictional group structures.
We obtained protective interim measures preserving a board member's personal assets from enforcement for a manufacturing group client in Lower Silesia (autumn 2024), pending the outcome of a liability challenge. That matter confirmed that early procedural action – before a final judgment – is far more effective than post-judgment remedies.
- Verify the company's financial position before accepting a board appointment
- Maintain written records of every board decision touching financial distress
- Monitor the 30-day insolvency filing window continuously once cash-flow problems emerge
- Engage insolvency counsel at the first sign of sustained payment arrears
The specific facts of your company's situation determine which defence ground is available – and delay in assessing that question forfeits options that cannot be recovered later.
To receive an expert assessment of your board liability exposure under Polish law, contact info@kordeckipartners.com.
Frequently asked questions
Q: Does a board member remain liable after resigning from the board?
A: Yes. Resignation terminates future exposure but does not extinguish liability for obligations that arose during the period of board membership. A creditor may bring a personal claim against a former board member years after resignation, provided the debt was incurred while that person served on the board and enforcement against the company has proved ineffective.
Q: How long does a creditor have to bring a personal claim against a board member?
A: The limitation period for claims under Commercial Companies Code personal liability rules is three years from the date the creditor learned of the damage and the identity of the liable person, subject to an absolute outer limit of ten years from the date the damage occurred. Acting early to document the defence is therefore important even before any claim is filed.
Q: Is it possible to insure against board liability of this type in Poland?
A: Directors and officers (D&O) insurance policies are available in Poland and can cover legal defence costs and, subject to policy terms, indemnity payments arising from personal liability claims. However, insurers frequently exclude claims arising from insolvency-related failures or deliberate misconduct. Policy terms must be reviewed carefully before relying on coverage as a primary risk-management tool.
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.