Deciphering the Role of Directors in Corporate Governance: Management Board vs Board of Directors in Poland
This article is a chapter of the ebook “Shielding Directors: A Practical Guide for Foreign Directors of Polish Companies” — see the full table of contents or download the complete ebook (PDF).
Before discussing liability, we must agree on who, exactly, is liable. This is not pedantry. The single most common misunderstanding among foreign executives in Poland is terminological, the difference between a management board and a board of directors, and it has direct financial consequences.
One-tier vs two-tier board structure: where Poland stands
Corporate governance worldwide runs on two architectures. The one-tier (monistic) model, dominant in common law jurisdictions, gathers executive directors, non-executive directors, and the supervisory function into a single body: the Board of Directors. The Delaware General Corporation Law is the classic expression, with the board directing the management of the corporation and delegating supervision to committees (audit, risk, compensation) staffed largely by non-executives.
The two-tier (dualistic) model, dominant in continental Europe and adopted by Poland, splits the same functions into two separate organs. The management board (zarząd) runs the company and represents it externally; the supervisory board (rada nadzorcza) oversees the management board but does not manage. A supervisory board member does not conduct the company’s affairs and, crucially, does not bear the management board’s statutory liability for the company’s debts.
The translation key is therefore this: an “executive director” in the one-tier world corresponds to a member of the management board in Poland; a “non-executive director” corresponds to a member of the supervisory board. Throughout this guide, “director” means a member of the management board, the person in the line of fire. (Since 2021 Polish law also offers the simple joint-stock company, prosta spółka akcyjna, which may adopt a one-tier board of directors. The liability mechanics described here extend to that vehicle too, so the choice of architecture offers no escape hatch.)
The false friend: the Polish “dyrektor” is not a director
Now the trap. The Polish word dyrektor sounds like “director” and means something else entirely. In Polish corporate practice a dyrektor is an internal officer: a dyrektor finansowy is a CFO, a dyrektor zarządzający a managing director in the operational sense. These people may run substantial parts of the business, but unless they hold a power of attorney or a commercial proxy (prokura) they cannot represent the company externally, and, the point that matters here, they are not subject to the statutory transfer of the company’s debts. An officer answers for their own wrongful acts under general civil law; they do not answer for the company’s unpaid invoices.
The asymmetry is worth stating bluntly, because foreign executives routinely get it backwards. In the United States, a senior officer’s title signals exposure; in Poland, the dangerous words are not dyrektor but członek zarządu, member of the management board. A consultant who lets the company register them as a board member “just as a formality” has assumed the full liability described in the chapters that follow. A powerful country manager who runs everything but sits on no board has, for the purposes of Article 299, assumed almost none of it.
Who bears director liability in Poland: a translation table
| Anglo-American term | Polish equivalent | Automatic debt-transfer liability? |
|---|---|---|
| Executive director / board member | Członek zarządu (management board member) | Yes — Art. 299 CCC, Art. 116 Tax Ordinance |
| Non-executive director | Członek rady nadzorczej (supervisory board member) | No — general fault-based liability only |
| Officer (CEO, CFO, COO as employees) | Dyrektor (e.g. dyrektor finansowy) | No — liability for own wrongful acts only |
| Liquidator | Likwidator | Yes — Art. 299¹ CCC (since 1 January 2016) |
One refinement to the table: since 2016, liquidators of a limited liability company answer on the same terms as management board members (Article 299¹ CCC). Accepting a “winding-down mandate” in a distressed Polish company is therefore not the low-risk housekeeping role it may appear to be.
Having fixed who is liable, the next chapter turns to how much, and shows why, for those people, limited liability in Poland is far more limited than they think.
Read the Full Guide
This chapter is part of the ebook “Shielding Directors: Navigating Personal Liability in Times of Financial Turmoil and Insolvency — A Practical Guide for Foreign Directors of Polish Companies.”
This article is general information, not legal advice. © Kancelaria Prawna Skarbiec
Robert Nogacki – licensed legal counsel (radca prawny, WA-9026), Founder of Kancelaria Prawna Skarbiec.
There are lawyers who practice law. And there are those who deal with problems for which the law has no ready answer. For over twenty years, Kancelaria Skarbiec has worked at the intersection of tax law, corporate structures, and the deeply human reluctance to give the state more than the state is owed. We advise entrepreneurs from over a dozen countries – from those on the Forbes list to those whose bank account was just seized by the tax authority and who do not know what to do tomorrow morning.
One of the most frequently cited experts on tax law in Polish media – he writes for Rzeczpospolita, Dziennik Gazeta Prawna, and Parkiet not because it looks good on a résumé, but because certain things cannot be explained in a court filing and someone needs to say them out loud. Author of AI Decoding Satoshi Nakamoto: Artificial Intelligence on the Trail of Bitcoin’s Creator. Co-author of the award-winning book Bezpieczeństwo współczesnej firmy (Security of a Modern Company).
Kancelaria Skarbiec holds top positions in the tax law firm rankings of Dziennik Gazeta Prawna. Four-time winner of the European Medal, recipient of the title International Tax Planning Law Firm of the Year in Poland.
He specializes in tax disputes with fiscal authorities, international tax planning, crypto-asset regulation, and asset protection. Since 2006, he has led the WGI case – one of the longest-running criminal proceedings in the history of the Polish financial market – because there are things you do not leave half-done, even if they take two decades. He believes the law is too serious to be treated only seriously – and that the best legal advice is the kind that ensures the client never has to stand before a court.
