A Warsaw-based logistics company misses a debt repayment in Q3. The board assumes the problem is temporary. Six months later, a creditor obtains a judgment – and enforcement against the company fails. At that point, the creditor turns directly to the board members. Each director faces a personal claim for the full outstanding amount. This scenario is not hypothetical. It plays out regularly before Polish district courts.
Under the Kodeks spółek handlowych (Commercial Companies Code, KSH), board members of a limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) bear personal, joint and several liability for the company's unpaid obligations when enforcement against the company proves ineffective. The liability is not capped. A director who fails to file for insolvency within 30 days of the company becoming insolvent, or who fails to open restructuring proceedings in time, cannot invoke the filing exemption and remains fully exposed. Polish courts have consistently held that this liability attaches to each board member individually, regardless of internal role allocation.
This alert explains when the liability arises, which directors are most at risk today, and what immediate steps can reduce or eliminate personal exposure. The analysis draws on current case law from the Supreme Court of Poland (Sąd Najwyższy) and practice before the National Court Register (Krajowy Rejestr Sądowy, KRS).
When does board liability arise under Polish corporate law?
The liability mechanism has three elements. First, the company must have an unsatisfied monetary obligation confirmed by a court judgment or equivalent enforcement title. Second, enforcement against the company must have been declared ineffective – typically through a bailiff's report. Third, the board member must have been in office at the time the obligation arose or when insolvency conditions were first met. All three elements must be present before a creditor can sue a director personally.
The 30-day filing window is the central risk factor. Insolvency law defines the trigger as the moment the company becomes unable to meet its monetary obligations as they fall due. A second, balance-sheet trigger applies when liabilities exceed assets for more than 24 months. Missing either deadline forfeits the director's primary defence. Once the window closes, the burden of proof shifts: the director must demonstrate that no damage resulted from the delay – a standard that Polish courts apply strictly.
Three situations generate the highest exposure in current practice:
- Continued trading after the insolvency threshold is crossed without filing
- Reliance on informal creditor standstills without a formal restructuring order
- Resignation from the board after insolvency conditions arose but before a filing was made
Resignation does not extinguish liability. The Supreme Court of Poland has confirmed that a director who resigns after the 30-day period has already expired remains exposed for obligations that arose during their tenure. We secured a reversal of a personal enforcement order exceeding PLN 800,000 for a former board member of a manufacturing client in the Mazowieckie region (autumn 2025) – by demonstrating the precise date on which insolvency conditions were first met and showing the filing was timely relative to that date.
The Polish Financial Supervision Authority (KNF) and the National Court Register (KRS) maintain records that creditors and insolvency administrators routinely use to reconstruct board composition at critical dates. Directors should not assume that gaps in formal registration protect them.
Who is affected now – and what must be done within 30 days?
Any board member of a Polish sp. z o.o. whose company is currently experiencing payment delays, creditor pressure, or a deteriorating cash position should treat the 30-day window as already running. The clock starts from the objective moment insolvency conditions are met – not from the date the board acknowledges the problem internally. Courts assess this retrospectively, using accounting records, bank statements, and creditor correspondence.
The exposure is not limited to founding directors. Newly appointed board members inherit the risk if they take office while the company is already insolvent and fail to file promptly. Supervisory board members of a sp. z o.o. do not bear liability under this provision – but proxy holders (prokurenci) and de facto directors can be drawn in under separate civil and criminal liability frameworks.
Three immediate actions reduce exposure materially:
- Commission an independent solvency assessment with a cut-off date no later than today
- Document board resolutions showing awareness of financial position and steps taken
- Evaluate whether a pre-pack (przygotowana likwidacja) or accelerated arrangement proceeding is available
Pre-pack restructuring under Polish insolvency law allows the company to sell its business as a going concern while protecting directors from personal liability – provided the application is filed before the 30-day window closes. For cross-border groups with Polish subsidiaries, the interaction between Polish insolvency proceedings and foreign parent structures requires separate analysis. Our team has handled such scenarios involving Swiss and UAE counterparties; the procedural considerations are addressed in detail in our articles on cross-border insolvency involving Poland and Switzerland and cross-border insolvency involving Poland and the UAE.
We obtained interim protective measures for a board member of a logistics group in Lower Silesia (spring 2025), preventing enforcement against personal assets while the insolvency filing was being prepared. The window between the creditor's enforcement attempt and the court's interim order was under 72 hours. Speed is not optional in white-collar defence situations of this kind.
Directors operating in sectors with long payment chains – construction, warehousing, distribution – face compounded risk. Counterparty defaults can trigger insolvency conditions faster than internal reporting reflects. If your company holds warehouse or logistics contracts with deferred payment terms, the analysis of exposure under those arrangements in our article on warehouse and logistics contracts under Polish law is directly relevant to timing the insolvency assessment.
The specific situation facing your company – including the date insolvency conditions may have arisen and the options still available – requires immediate, tailored legal analysis. Delay forfeits defences that cannot be recovered later.
To receive an expert assessment of your board's current exposure and available defences, contact info@kordeckipartners.com. If your company is facing creditor pressure or enforcement action, our restructuring and white-collar defence team can advise on filing strategy, interim protection, and personal liability mitigation within the 30-day window.
Frequently asked questions
Q: Does liability under the Commercial Companies Code apply to board members of a joint-stock company (spółka akcyjna, SA)?
A: No. The personal liability mechanism under this provision applies exclusively to board members of a limited liability company (sp. z o.o.). Board members of a joint-stock company face separate liability frameworks under corporate and insolvency law, but the direct creditor-to-director enforcement route available in sp. z o.o. structures does not apply to SA board members in the same way.
Q: Can a director escape liability by showing the company's insolvency was caused by a single large creditor's default?
A: Polish courts have accepted causation arguments in limited circumstances – but only where the director can show that the creditor's default was unforeseeable and that filing would have been made within 30 days had normal conditions applied. This defence is narrow. Courts examine whether the director took any steps to monitor solvency and whether alternative financing was sought. Relying solely on a counterparty default without documented mitigation efforts rarely succeeds.
Q: How long does a creditor have to bring a personal claim against a board member?
A: The limitation period for claims under this provision is three years from the date the creditor learned of the damage and the person liable – but no longer than ten years from the date the damage occurred. In practice, creditors often bring claims shortly after a failed enforcement attempt. Directors should not assume that the passage of time without a claim means the risk has passed; the ten-year outer limit is substantial.
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.