Lawsuit Against Management Board Member of Polish LLC: How to Sue Directors for Company Debts
When Can You File a Lawsuit Against Management Board Member of a Polish LLC?
A lawsuit against management board member of a Polish LLC becomes a viable option when a creditor has obtained an enforceable judgment against the company but cannot collect because the company lacks sufficient assets. Under Article 299 of the Polish Commercial Companies Code (Kodeks spółek handlowych), creditors may pursue personal claims against the individuals who managed the insolvent limited liability company (spółka z ograniczoną odpowiedzialnością, commonly abbreviated as “sp. z o.o.”).
This statutory mechanism creates an important exception to the principle of limited liability that otherwise shields shareholders and managers from personal responsibility for corporate obligations. For foreign creditors dealing with Polish business partners, understanding when and how to bring a lawsuit against management board member of a Polish LLC can mean the difference between writing off a bad debt and achieving meaningful recovery.
Legal Prerequisites for a Lawsuit Against Management Board Member of a Polish LLC
Before initiating a lawsuit against management board member of a Polish LLC, creditors must verify that all statutory requirements have been satisfied.
Obtaining an Enforcement Title Against the Company
Any lawsuit against management board member of a Polish LLC presupposes the existence of a valid enforcement title (tytuł egzekucyjny) establishing the corporate debt. Acceptable titles include:
- Final and binding court judgments or payment orders
- Notarial deeds containing submission to enforcement declarations
- Extracts from the schedule of claims in bankruptcy proceedings
- Court settlement agreements
For creditors relying upon non-judicial titles such as notarial instruments, obtaining an enforcement clause (klauzula wykonalności) before filing a lawsuit against management board member of a Polish LLC is strongly advisable. This procedural step reduces the defendant’s ability to challenge the foundational premise of the claim.
Proving Failed Enforcement Against the Polish LLC
The cornerstone of any lawsuit against management board member of a Polish LLC is demonstrating that enforcement proceedings against the company proved unsuccessful. This requirement reflects the subsidiary character of director liability—personal assets of corporate officers become reachable only after remedies against the company itself have been exhausted.
Critically, enforcement must have failed with respect to the company’s entire patrimony, not merely particular assets. Evidence sufficient to support a lawsuit against management board member of a Polish LLC includes:
- Bailiff’s order terminating execution due to absence of attachable assets
- Court order dismissing bankruptcy petition for insufficient assets to cover proceedings costs
- Order discontinuing bankruptcy proceedings for the same reason
- Asset disclosure protocol revealing no recoverable property
Notably, a termination order issued in enforcement proceedings initiated by a different creditor suffices to establish this prerequisite for your lawsuit against management board member of a Polish LLC.
Identifying Proper Defendants for the Lawsuit
A lawsuit against management board member of a Polish LLC must be directed at individuals who served on the management board during the period when both the corporate obligation existed and grounds for filing bankruptcy had materialized.
Registry entries are merely declaratory. The National Court Register (Krajowy Rejestr Sądowy or KRS) reflects rather than creates management board membership. Consequently, when preparing a lawsuit against management board member of a Polish LLC, the operative inquiry concerns actual tenure in office, not registration dates. An individual removed from the board but still listed in the register bears no liability for subsequently arising obligations. Conversely, a newly appointed member becomes potentially liable immediately upon appointment.
Where multiple individuals served simultaneously, all may be joined as defendants in a single lawsuit against management board member of a Polish LLC, as their liability is joint and several.
Recoverable Damages in a Lawsuit Against Management Board Member of a Polish LLC
Principal Amount and Interest
A lawsuit against management board member of a Polish LLC encompasses the unsatisfied corporate debt together with accrued interest. However, interest requires careful treatment:
- Corporate delay interest (accrued until the demand letter to the board member) must be capitalized and added to the principal claim
- Personal delay interest against the board member accrues only from when the board member’s own obligation became due—typically after expiration of the payment deadline specified in the demand letter
This distinction reflects that board members assume a derivative obligation rather than stepping into the corporation’s position as primary debtor.
Costs of Prior Proceedings
A lawsuit against management board member of a Polish LLC may also seek recovery of:
- Litigation costs from the action against the company
- Expenses of the unsuccessful enforcement proceedings
These amounts are recoverable because incurring them was necessary to establish the prerequisites for proceeding against the directors personally.
Which Court Has Jurisdiction Over a Lawsuit Against Management Board Member of a Polish LLC?
Territorial Jurisdiction
Polish Supreme Court jurisprudence holds that a lawsuit against management board member of a Polish LLC should be filed in the court having jurisdiction over the company’s registered seat. While some academic commentary favors applying general venue rules (defendant’s domicile), the safer practice is filing at the company’s seat. An error merely results in transfer to the proper court rather than dismissal, and filing interrupts the limitations period regardless.
Subject Matter Jurisdiction
Subject matter jurisdiction for a lawsuit against management board member of a Polish LLC depends on the amount in controversy:
- Claims up to 100,000 PLN: District Court (sąd rejonowy)
- Claims exceeding 100,000 PLN: Regional Court (sąd okręgowy)
Procedural Track
A lawsuit against management board member of a Polish LLC proceeds under specialized commercial procedure rules. However, the defendant—as a natural person—may request ordinary civil procedure instead.
Burden of Proof in a Lawsuit Against Management Board Member of a Polish LLC
What Must the Creditor Prove?
The statutory framework significantly favors creditors. To establish a prima facie case in a lawsuit against management board member of a Polish LLC, the plaintiff must demonstrate only:
- Existence of the corporate obligation
- Futility of enforcement against the company
Article 299 then creates presumptions regarding damage, causation, and fault—all favorable to the creditor.
How Can Directors Defend Against the Lawsuit?
In a lawsuit against management board member of a Polish LLC, the burden of establishing exonerating circumstances falls entirely on the defendant. Available defenses include proving that:
- A bankruptcy petition was filed within the legally prescribed time
- An order opening restructuring proceedings was issued timely
- The failure to file bankruptcy occurred without the defendant’s fault
- The creditor suffered no damage despite the failure to file (e.g., assets were so encumbered that this particular creditor would have received nothing even in bankruptcy)
The fault defense succeeds only in exceptional circumstances such as prolonged serious illness or deliberate exclusion from corporate information by other board members.
Special Considerations in Lawsuits Against Management Board Members of Polish LLCs
Effect of Prior Judgment Against the Company
In a lawsuit against management board member of a Polish LLC, the court is generally bound by the prior judgment against the company and cannot revisit questions of whether the corporate debt exists or its amount. This substantially limits available defenses.
However, the Constitutional Tribunal recognized in 2023 that former board members who departed before proceedings against the company commenced may challenge the underlying debt’s existence. This exception applies only to your lawsuit against management board member of a Polish LLC if the defendant left office before the company was sued.
Statute of Limitations
A lawsuit against management board member of a Polish LLC is subject to tort limitation periods:
- Three years from discovering enforcement futility and the responsible party’s identity
- Maximum ten years from the harmful event
- Twenty years if the failure to file bankruptcy constitutes a criminal offense under Article 586 of the Commercial Companies Code
Practical Steps Before Filing a Lawsuit Against Management Board Member of a Polish LLC
Sending a Demand Letter
Before initiating a lawsuit against management board member of a Polish LLC, send a formal written demand for payment. This communication:
- Establishes the date from which the board member’s personal obligation becomes due
- Marks commencement of the board member’s delay (for interest purposes)
- May prompt voluntary payment without litigation
Seeking Provisional Measures
When filing a lawsuit against management board member of a Polish LLC, consider requesting provisional security measures. With an enforcement title against the company and documentation of failed execution, demonstrating a colorable claim is straightforward. The legal interest in security may be established by concerns that the defendant will dissipate personal assets pending litigation.
Frequently Asked Questions About Lawsuits Against Management Board Members of Polish LLCs
Can foreign creditors file a lawsuit against management board member of a Polish LLC?
Yes. Foreign creditors have the same rights as Polish creditors to pursue management board members under Article 299. The lawsuit proceeds in Polish courts under Polish procedural rules.
How long does a lawsuit against management board member of a Polish LLC typically take?
Duration varies significantly depending on court workload, case complexity, and whether the defendant contests liability. Straightforward cases may conclude within 12-18 months; contested matters can extend considerably longer.
Can I sue former board members who left before the company became insolvent?
A lawsuit against management board member of a Polish LLC requires that the individual served during the period when both the debt existed and insolvency grounds had materialized. Former members who departed before either condition was satisfied are not proper defendants.
What if the board member has no assets either?
Before filing a lawsuit against management board member of a Polish LLC, consider investigating the individual’s financial situation. Obtaining a judgment creates a long-lasting enforcement title, but immediate recovery depends on the defendant’s personal solvency.
Conclusion
A lawsuit against management board member of a Polish LLC provides creditors with a powerful mechanism for recovering debts that cannot be satisfied from corporate assets. Success requires careful attention to statutory prerequisites: assembling documentation establishing both the underlying obligation and enforcement futility, correctly identifying individuals who bore managerial responsibility during the relevant period, and properly calculating the recoverable amount including capitalized interest and prior proceeding costs.
The statutory presumptions substantially favor creditors once basic elements are established, but management board members retain meaningful defenses. Whether pursuing or defending against such claims, sophisticated understanding of Article 299’s requirements and the procedural framework governing these disputes is essential to achieving optimal outcomes.
For foreign creditors unfamiliar with Polish corporate law, engaging experienced local counsel before initiating a lawsuit against management board member of a Polish LLC is strongly recommended to navigate the procedural requirements and maximize recovery prospects.
Founder and Managing Partner of Skarbiec Law Firm, recognized by Dziennik Gazeta Prawna as one of the best tax advisory firms in Poland (2023, 2024). Legal advisor with 19 years of experience, serving Forbes-listed entrepreneurs and innovative start-ups. One of the most frequently quoted experts on commercial and tax law in the Polish media, regularly publishing in Rzeczpospolita, Gazeta Wyborcza, and Dziennik Gazeta Prawna. Author of the publication “AI Decoding Satoshi Nakamoto. Artificial Intelligence on the Trail of Bitcoin’s Creator” and co-author of the award-winning book “Bezpieczeństwo współczesnej firmy” (Security of a Modern Company). LinkedIn profile: 18 500 followers, 4 million views per year. Awards: 4-time winner of the European Medal, Golden Statuette of the Polish Business Leader, title of “International Tax Planning Law Firm of the Year in Poland.” He specializes in strategic legal consulting, tax planning, and crisis management for business.
