A Warsaw-based technology company faces a tax authority audit. The Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF) launches a parallel investigation into alleged governance failures. Within weeks, the board chair receives a personal claim exceeding PLN 3 million. The company's general liability policy offers no cover. The directors and officers (D&O) policy, purchased three years earlier and never reviewed, contains an exclusion that swallows the entire claim. This is not a hypothetical. It is a pattern we see repeatedly across Polish corporate practice.

D&O insurance in Poland covers personal liability of board members and supervisory board members for wrongful acts committed in their managerial capacity. Polish corporate legislation holds directors personally liable for company obligations in insolvency scenarios, tax shortfalls, and regulatory breaches. A well-structured D&O policy transfers that risk to an insurer – but only if the coverage matches the actual liability exposure under Polish law.

This guide covers the liability framework that makes D&O insurance necessary, the coverage structures available to Polish directors, the exclusions that most often defeat claims, and the cross-border considerations that affect multinational boards. A self-assessment checklist at the end helps boards identify gaps before a claim arises.

Why does personal liability exposure make D&O insurance essential for Polish boards?

Polish corporate law creates multiple channels of personal liability for board members. Under Polish corporate legislation, directors of a limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) face personal liability for company obligations when enforcement against the company itself proves ineffective. The exposure is joint and several. A single creditor can pursue any individual director for the full amount. That amount frequently runs into millions of zloty.

Insolvency law adds a separate and equally serious track. The filing obligation requires a board to submit an insolvency petition within 30 days of the company becoming insolvent. Missing that window triggers personal liability for unsatisfied creditor claims. The National Court Register (Krajowy Rejestr Sądowy, KRS) records the filing date. Courts check it. Directors who miss the deadline cannot simply argue ignorance of the company's financial position – that argument typically fails.

Tax liability is the third channel. The Ordynacja podatkowa (Tax Ordinance) makes board members personally liable for the company's unpaid taxes when the company cannot satisfy the debt. The Polish National Revenue Administration (Krajowa Administracja Skarbowa, KAS) pursues these claims actively. A KAS audit that uncovers VAT irregularities can produce a personal assessment against the director who signed the returns.

White-collar defence costs compound the exposure. Even where a director is ultimately cleared, defending criminal or quasi-criminal proceedings before the prosecutor's office or administrative courts costs real money – often PLN 200,000 or more in legal fees alone. D&O insurance that includes defence costs cover addresses this before any verdict is reached. Without it, the director funds the defence personally.

  • Personal liability for company debts in enforcement insolvency scenarios
  • 30-day insolvency filing obligation with personal liability for delay
  • Tax Ordinance liability for unpaid corporate taxes
  • Regulatory sanctions from KNF, KAS, and sector-specific authorities
  • Criminal and white-collar defence costs before any finding of liability

What coverage structures are available under a Polish D&O policy?

The Polish insurance market offers three principal D&O coverage structures. Side A covers the individual director directly – it responds when the company cannot or will not indemnify the director. Side B reimburses the company when it has already indemnified the director. Side C covers securities claims against the company itself. For most Polish boards of privately held companies, Side A is the critical layer. It operates even when the company is insolvent and therefore unable to indemnify anyone.

Policy limits in the Polish market range widely. Smaller sp. z o.o. structures commonly carry limits between PLN 1 million and PLN 5 million. Larger listed companies on the Warsaw Stock Exchange (Giełda Papierów Wartościowych, GPW) carry limits of EUR 10 million to EUR 50 million or more. The right limit depends on the company's balance sheet, the sector it operates in, and the realistic quantum of claims that could arise. A manufacturing company with PLN 80 million in annual revenue and significant trade creditor exposure needs a materially different limit than a two-person consulting firm.

Claims-made versus occurrence-based triggers matter enormously. Polish D&O policies are almost universally written on a claims-made basis. The policy in force when the claim is first made – not when the wrongful act occurred – responds. This creates a gap risk: a director who resigns and allows the policy to lapse may find no coverage when a claim arrives 18 months later. Run-off cover (sometimes called extended reporting period cover) addresses this. It should be negotiated at policy inception, not at the point of resignation.

We secured reinstatement of a denied D&O claim for a supervisory board member of a manufacturing group in the Mazowieckie region (autumn 2025). The insurer had argued a policy-year gap. Our analysis of the claims-made trigger and the notification provisions produced a full reversal – the covered loss exceeded PLN 1.8 million.

Which exclusions most often defeat D&O claims in Poland?

Exclusions are where Polish D&O policies most frequently fail their policyholders. The fraud and dishonesty exclusion is universal – no policy covers intentional wrongdoing. But the trigger varies. Some policies require a final criminal conviction before the exclusion applies. Others allow the insurer to deny cover on the basis of an allegation alone. The difference is material. A director facing a KAS criminal referral needs a policy that continues to fund the defence until a court actually finds fraud.

The insolvency exclusion catches many boards by surprise. Some policies exclude claims arising from the company's insolvency – precisely the scenario where D&O cover matters most. A well-negotiated policy carves out Side A cover from any insolvency exclusion. This is non-negotiable for any company with meaningful balance-sheet risk. The restructuring context makes it even more pressing: a postępowanie restrukturyzacyjne (restructuring proceeding) under Polish restructuring law does not necessarily trigger the exclusion, but the policy wording must be checked against the specific proceeding type.

Bodily injury and property damage exclusions rarely cause problems in D&O claims. The exclusions that do cause problems are the prior acts exclusion, the major shareholder exclusion, and the related-party exclusion. The prior acts exclusion denies cover for wrongful acts committed before the policy's retroactive date. Directors joining a company mid-crisis should verify the retroactive date carefully – it may exclude the very conduct that generates liability.

For companies involved in pre-pack (przygotowana likwidacja) transactions, the related-party exclusion deserves particular scrutiny. A pre-pack sale to a connected buyer can trigger the exclusion, leaving the board exposed on both the transaction and any subsequent challenge by creditors. Legal review of the exclusion matrix before the transaction closes is the correct sequence.

How do cross-border considerations affect D&O coverage for Polish directors?

Polish directors sitting on boards of foreign subsidiaries – or foreign directors sitting on Polish boards – face a coverage alignment problem. A German parent company's D&O policy governed by German law may not respond to a claim brought before a Polish court under Polish corporate legislation. The governing law of the policy and the governing law of the liability are different. This mismatch produces coverage gaps that neither party anticipates.

Cross-border insolvency adds another layer. When a Polish subsidiary of a foreign group enters insolvency, the question of which court has jurisdiction – and therefore which directors face personal exposure – depends on the location of the centre of main interests (COMI). The EU Insolvency Regulation provides the framework. Disputes about COMI between Polish and Slovak or Swiss proceedings have produced contested director liability claims where the applicable D&O policy was silent on jurisdictional scope. Our analysis of these cross-border insolvency patterns is available at cross-border insolvency involving Poland and Slovakia and cross-border insolvency involving Poland and Switzerland.

We obtained interim protective measures for a German investor's board members whose Polish subsidiary had entered restructuring proceedings in Lower Silesia (spring 2026). The parent company's Munich-based D&O policy had a Poland-specific carve-out. We coordinated a local top-up policy that filled the gap within 14 days – before the court-appointed restructuring supervisor filed a personal liability claim.

Tax digitalisation adds a compliance-driven liability vector that crosses borders. Directors of Polish entities must ensure KSeF (the National e-Invoicing System) compliance. Non-compliance triggers penalties and, in cases of wilful failure, potential director liability. Foreign directors unfamiliar with Polish tax infrastructure are disproportionately exposed. Our overview of the KSeF compliance requirements is at what KSeF means for your business in Poland.

What should Polish boards check before renewing or purchasing D&O cover?

Policy review is not a once-at-inception exercise. Polish regulatory requirements change. The liability exposure of a board changes as the company's financial position changes. An annual review – timed to coincide with the renewal date – is the minimum standard. The review should be conducted by someone who understands both the insurance contract and the underlying Polish law liability. An insurance broker alone is not sufficient. A lawyer who handles both restructuring and white-collar defence provides the necessary cross-check.

The retroactive date and the extended reporting period are the two provisions most frequently neglected. The retroactive date should be set as early as the insurer will accept – ideally to the company's date of incorporation. The extended reporting period should be at least 36 months. Directors of companies in financial difficulty should consider purchasing an extended reporting period independently before any restructuring petition is filed, since the insurer's willingness to offer run-off cover diminishes sharply once financial distress is visible.

Coverage for defence costs is separate from coverage for indemnity payments. Some policies cap defence costs within the overall policy limit. This means that a protracted KAS criminal investigation consuming PLN 500,000 in legal fees reduces the limit available for any eventual indemnity payment. Policies with defence costs outside the limit – sometimes called "in addition to" structures – are preferable, though they carry higher premiums.

The notification obligation deserves emphasis. Polish D&O policies require prompt notification of circumstances that might give rise to a claim – not just actual claims. A director who becomes aware of a KAS audit or a creditor threat and fails to notify the insurer within the specified period (often 30 days) may find the insurer entitled to deny cover. Internal governance procedures should route any regulatory correspondence to the person responsible for insurance notifications.

Self-assessment checklist: is your D&O cover fit for purpose?

Most boards discover coverage gaps at the worst possible moment – when a claim has already arrived. The checklist below allows a board to identify the most common structural deficiencies before that point. It is not a substitute for a full legal review, but it identifies the questions worth asking.

  • Does the policy include a Side A layer that operates independently when the company is insolvent or in restructuring?
  • Is the retroactive date set to the company's incorporation date or the earliest available date?
  • Does the policy include an extended reporting period of at least 36 months, and is it pre-agreed at inception?
  • Are defence costs covered outside the main indemnity limit, or do they erode it?
  • Has the policy been reviewed against the specific exclusions that apply to your sector, shareholder structure, and cross-border footprint?

A manufacturing group in Małopolska with a German parent and Polish operating subsidiaries found, on review, that its group D&O policy excluded claims arising under Polish insolvency law entirely. The discovery came during a routine annual review in winter 2025 – not during a crisis. A restructured top-up policy was in place within six weeks, with a Side A limit of PLN 10 million and a 48-month run-off provision.

The decision matrix is straightforward. A company with a clean balance sheet and a single-jurisdiction board needs a standard claims-made policy with Side A cover and a long retroactive date. A company in financial difficulty needs immediate review of the run-off position. A multinational board needs jurisdictional alignment between the group policy and any local exposure. Each situation has a different optimal structure and a different cost.

To receive an expert assessment of your board's D&O coverage and liability exposure under Polish law, contact info@kordeckipartners.com.

Frequently asked questions

Q: Does a D&O policy cover the 30-day insolvency filing obligation under Polish law?

A: A properly structured D&O policy can cover claims arising from a director's failure to file an insolvency petition within the statutory 30-day window. The key requirement is that the policy does not contain an insolvency exclusion that removes this coverage. Side A policies specifically designed for financially distressed companies often address this exposure directly. Legal review of the policy wording against the specific insolvency liability provisions is essential before relying on the cover.

Q: How long does it take to place a D&O policy for a Polish company, and what does it cost?

A: Placement of a standard D&O policy for a Polish sp. z o.o. or joint-stock company (spółka akcyjna, S.A.) typically takes two to four weeks from submission of the underwriting application. Premiums for a PLN 5 million limit range from approximately PLN 15,000 to PLN 60,000 annually, depending on the company's size, sector, financial health, and claims history. Companies in financial difficulty or with pending regulatory investigations face significantly higher premiums and more restrictive terms – or may be declined coverage entirely.

Q: Is it a misconception that the company's general liability insurance protects its directors personally?

A: Yes. General liability (OC) insurance covers the company's liability to third parties for bodily injury, property damage, and similar losses. It does not cover the personal liability of individual directors for wrongful acts in their managerial capacity. The two policies address entirely different risk categories. A director relying on the company's OC policy for personal protection has no cover when a creditor, tax authority, or regulator pursues them personally. D&O insurance is the specific instrument designed for that exposure.

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 director liability matters. 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.