A Warsaw-based distribution company receives a notice from the National Revenue Administration (Krajowa Administracja Skarbowa, KAS). The subject line reads: fiscal criminal proceedings. The managing director – who signed every VAT return for the past three years – has 14 days to respond. That window is short. Missing it forfeits the right to present a voluntary disclosure defence.

Under the Polish Kodeks karny skarbowy (Fiscal Penal Code, KKS), board members bear personal criminal liability for tax offences committed by their company. Liability attaches to individuals who managed the entity at the time of the offence – not to the company itself. Penalties range from a daily fine to deprivation of liberty of up to five years for the most serious fiscal crimes.

This alert explains what has changed in KKS enforcement, which thresholds trigger criminal (rather than misdemeanour) treatment, and what board members must do within the first 30 days of proceedings. The article also addresses the intersection with cross-border insolvency involving Poland and Switzerland, where KKS exposure often surfaces alongside restructuring obligations.

What has changed in KKS enforcement and who is now at risk?

KAS has significantly expanded its use of analytical tools since 2024. Tax audits now routinely trigger parallel KKS proceedings – sometimes before the civil tax assessment is even finalised. Board members are frequently named as suspects at the audit stage, not after it. That shift changes everything about defence strategy.

The KKS distinguishes between fiscal misdemeanours (wykroczenia skarbowe) and fiscal crimes (przestępstwa skarbowe). The threshold separating them is currently five times the minimum monthly wage – approximately PLN 17,000 in 2026. Any alleged tax shortfall above that amount is treated as a crime, not a misdemeanour. The practical consequence: criminal procedure applies, personal assets are at risk, and a conviction appears in the National Criminal Register (Krajowy Rejestr Karny, KRK).

Three categories of board member face the highest exposure right now. First, directors who signed VAT or CIT returns containing disputed deductions. Second, members of supervisory boards who approved financial statements later challenged by KAS. Third, liquidators and restructuring administrators who continued trading while tax liabilities accumulated. The National Court Register (Krajowy Rejestr Sądowy, KRS) records every appointment – KAS uses that data to identify the responsible individual for each tax period.

  • VAT carousel involvement – even indirect – triggers KKS proceedings
  • Underreported transfer pricing adjustments above PLN 17,000 qualify as fiscal crimes
  • Late CIT filings combined with underpayment create compounded exposure
  • Voluntary disclosure (czynny żal) is unavailable once proceedings formally open

We secured the discontinuation of KKS proceedings against a manufacturing client's board in the Mazowieckie region (autumn 2025). The key was filing a voluntary disclosure within 48 hours of the audit notice – before proceedings were formally opened. That window closed permanently the moment KAS issued the suspect notification.

What must board members do within the first 30 days?

The first 30 days of a KKS investigation are decisive. Defence options that exist on day one may be permanently foreclosed by day 31. Board members who treat the initial KAS notice as routine correspondence – rather than a criminal trigger – routinely forfeit their strongest procedural protections.

The single most important instrument is czynny żal – voluntary disclosure. Under KKS, a person who notifies the relevant authority of the offence, pays the outstanding tax liability in full, and does so before proceedings are formally opened is exempt from punishment. The exemption is absolute. It does not require a court hearing. But it requires speed: KAS can open formal proceedings within days of issuing the first audit notice.

Parallel to voluntary disclosure, board members should immediately audit their personal exposure. This means identifying every tax period for which they held a management function, every return they signed, and every decision that affected the company's tax position. That audit informs whether voluntary disclosure covers the full exposure or whether a negotiated settlement with KAS is the better path. For companies already in restructuring, the intersection with cross-border insolvency involving Poland and the UAE adds a further layer: foreign asset disclosure obligations under KKS can conflict with insolvency moratorium rules.

What to prepare in the first 30 days:

  • Full list of tax periods during which you held a management function
  • Copies of all VAT, CIT, and transfer pricing returns you signed
  • Internal authorisation documents showing who approved disputed transactions
  • Evidence of any tax advisory opinion obtained before the filing
  • Calculation of the alleged shortfall to confirm whether the PLN 17,000 threshold is crossed

Our team obtained the withdrawal of a KKS indictment for a technology company's CFO in Małopolska (spring 2026). The defence rested on demonstrating that the CFO had relied on written tax counsel – negating the intent element that KKS crimes require. That documentation had been prepared 18 months earlier. Without it, the outcome would have been different.

Board liability under KKS does not disappear when the company enters insolvency or restructuring. The Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) monitors regulated entities separately, but for most commercial companies the risk persists through the restructuring period. Understanding how double tax treaty provisions interact with KKS liability is also relevant where board members are tax-resident outside Poland.

Specific situations require tailored analysis. If your company has received a KAS audit notice, a tax assessment covering more than PLN 17,000, or a formal notification that you are a suspect in KKS proceedings, the response window is measured in days – not weeks. To receive an expert assessment of your KKS exposure and available defence options, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can a board member be prosecuted under KKS even if the company has already paid the disputed tax?

A: Yes. Payment of the underlying tax liability extinguishes the civil debt but does not automatically close KKS proceedings. Criminal liability under the Fiscal Penal Code is personal and separate from the company's tax obligation. However, full payment before proceedings open – combined with voluntary disclosure – triggers the exemption from punishment under the Code.

Q: How long does a KKS investigation typically last, and what are the costs of defence?

A: Investigations at the preparatory stage typically run between six and 24 months, depending on the complexity of the tax dispute and whether parallel civil tax proceedings are ongoing. Defence costs vary significantly. Straightforward voluntary disclosure cases may be resolved within weeks at modest cost. Contested proceedings before the district court can extend to three years and involve expert witness fees, translation costs for cross-border matters, and counsel fees throughout.

Q: Is it a misconception that supervisory board members are safe from KKS liability?

A: Yes – that is a common and dangerous misconception. Supervisory board members who approved financial statements, authorised transactions, or exercised de facto management functions can be named as suspects under the Fiscal Penal Code. The test is whether the individual had real influence over the decision that generated the tax shortfall. Formal title is not determinative. KAS regularly looks behind the organisational chart.

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 fiscal criminal defence, restructuring, and board liability. 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.