Board liability for a sp. z o.o.'s debts (art. 299 KSH) in 2026

A management board member of a Polish sp. z o.o. is liable for its debts with all their assets when enforcement against the company proves ineffective (art. 299 § 1 of the Commercial Companies Code, Kodeks spółek handlowych or KSH). They escape that liability if they show that a bankruptcy petition was filed at the right time, that is no later than 30 days after the company became insolvent (art. 21 ust. 1 of the Bankruptcy Law, Prawo upadłościowe), or that they were not at fault or the creditor suffered no loss.

Law as of 25 October 2026.

Shareholders of a sp. z o.o. are not liable for its obligations (art. 151 § 4 KSH). The management board (zarząd) is in a different position. In a small company the sole shareholder is usually also the board president, so these rules apply to them directly. A comparison of a company with a sole proprietorship is in JDG or sp. z o.o.

When a board member pays the company's debts

Liability under art. 299 KSH arises when:

1. the creditor has an enforcement title against the company, for example a final judgment or an order for payment with an enforcement clause,
2. enforcement against the company's assets proved ineffective; in practice the creditor shows this with the bailiff's decision to discontinue enforcement,
3. the board member does not prove any of the circumstances that release them (art. 299 § 2 KSH, described below).

Board members are jointly and severally liable. The creditor may therefore claim the whole amount from any one of them. Liquidators of the company are liable in the same way, except liquidators appointed by the court (art. 299¹ KSH). Rules that provide for wider liability, for example for taxes, apply alongside art. 299 (art. 299 § 3 KSH).

Five grounds of board liability

The right time: 30 days from insolvency

The company must file a bankruptcy petition no later than 30 days after the day on which the grounds for bankruptcy arose (art. 21 ust. 1 of the Bankruptcy Law). The duty lies on everyone entitled to manage the company's affairs and represent it, alone or jointly with others (art. 21 ust. 2). Until the end of 2015 the deadline was two weeks; since 1 January 2016 it has been 30 days, although older guides still give the old deadline.

The ground for bankruptcy is insolvency. The Bankruptcy Law has two tests:

Loans from a shareholder do not count in the balance sheet test (art. 11 ust. 4). The court may dismiss a petition based only on the balance sheet test if the company is not at risk of losing its ability to pay in the near future (art. 11 ust. 6).

With the petition, the applicant pays an advance on costs equal to the average wage in the enterprise sector, excluding profit bonuses, in the third quarter of the previous year (art. 22a of the Bankruptcy Law). In 2026 that is 8,851.42 zł (notice of the President of GUS of 20 October 2025).

What a late petition costs

• Damages to the creditor: the loss is presumed to be the whole unpaid claim (art. 21 ust. 3 and 3a of the Bankruptcy Law).
• A ban on running a business and on sitting on the board of a commercial company for 1 to 10 years, if the board member failed to file on time through their own fault (art. 373 ust. 1 pkt 1).
• Criminal liability: not filing for bankruptcy despite the conditions for it is punishable by a fine, restriction of liberty or imprisonment of up to one year (art. 586 KSH).

Taxes and ZUS: art. 116 of the Tax Ordinance

Board members of a sp. z o.o. are jointly and severally liable with all their assets for the company's tax arrears when enforcement against the company's assets proves ineffective in whole or in part (art. 116 § 1 of the Tax Ordinance). The same rules cover ZUS contributions (art. 31 of the Social Insurance System Act). Differences from art. 299 KSH:

• partly ineffective enforcement is enough,
• the board member can also defend themselves by pointing to company assets from which enforcement will cover the arrears to a significant extent (art. 116 § 1 pkt 2),
• they are liable only for arrears whose payment deadline fell while they held office, and for the company's arrears as a payer from that time, for example employees' PIT that was withheld but not paid (art. 116 § 2),
• the liability also covers late-payment interest and enforcement costs (art. 107 § 2),
• the rules also apply to a former board member (art. 116 § 4),
• the tax office may not issue a decision once 5 years have passed since the end of the year in which the arrears arose (art. 118 § 1).

Example: resignation on 20 June 2026

Anna is the company's president and resigns with effect from 20 June 2026. The company has not paid three amounts:

If enforcement against the company proves ineffective and Anna proves none of the circumstances in art. 116 § 1, she is liable for 24,000 zł plus late-payment interest and enforcement costs. The VAT for May, due on 25 June, falls on whoever was on the board then. Resigning does not release Anna from debts whose deadline passed while she was in office. If no one would be left on the board after a resignation, the board member resigns to the shareholders and calls a shareholders' meeting (art. 202 § 6 KSH).

How to defend yourself: art. 299 § 2 KSH

The burden of proof lies on the board member. They are released from liability if they show one of four circumstances:

1. a bankruptcy petition was filed at the right time,
2. within the same time the court issued a decision opening restructuring proceedings or approving an arrangement,
3. the bankruptcy petition was not filed through no fault of theirs,
4. despite no petition and no restructuring, the creditor suffered no loss.

For restructuring, what counts is a court decision issued at the right time, not the intention alone. A board member is also not liable for failing to file during enforcement by compulsory administration or by sale of the business, if the duty arose during that enforcement (art. 299 § 4 KSH).

Liability to the company: art. 293 KSH

A board member is liable to the company for loss caused by acts or omissions contrary to the law or the articles of association, unless they are not at fault (art. 293 § 1 KSH). They do not breach the duty of care if they act loyally towards the company within reasonable business risk, including on the basis of information, analyses and opinions that should have been taken into account in the circumstances (art. 293 § 3). That is why it pays to record what data the board relied on for important decisions.

When the company runs short of cash: 6 steps

1. Check overdue payments every month. An invoice unpaid for more than 3 months triggers the presumption of insolvency.
2. Check the balance sheet. Compare liabilities (excluding provisions, liabilities to related entities and shareholder loans) with assets.
3. Write down the date. Fix the day from which the company stopped paying and count 30 days from it.
4. Consider restructuring. Protection comes from a court decision issued within the deadline, so start early, with a restructuring adviser (doradca restrukturyzacyjny).
5. File for bankruptcy on time, with the 8,851.42 zł advance (2026), if restructuring is not an option.
6. Document decisions. Board resolutions, liquidity forecasts and advisers' opinions help show the absence of fault and due care.

Pay taxes and ZUS on time above all: contributions by the 15th of the month, the CIT advance by the 20th, VAT with JPK_V7 by the 25th. For these debts the board is liable even when enforcement is only partly ineffective. This article describes the rules; for a specific case, get help from a legal adviser (radca prawny), an advocate or a restructuring adviser.

How to take money out of the company safely, before trouble starts, is covered in management board pay.

How Norman helps

Boards end up liable for debts they did not see in time. Norman keeps a Polish sp. z o.o.'s accounts up to date: it sends invoices to KSeF, pulls purchase invoices and matches bank payments to documents, so unpaid invoices are in one place. The balance sheet and P&L come with Pro for 49 zł net a month, and with Max for 119 zł Norman prepares CIT, VAT and JPK_V7 for your approval before the deadline. Work out a company's monthly cost for free in the company cost calculator, and read more about Norman on the home page.

Frequently asked questions

Is a shareholder liable for a sp. z o.o.'s debts?

Not as a shareholder (art. 151 § 4 KSH). Only as a board member, under art. 299 KSH and art. 116 of the Tax Ordinance.

How long does the board have to file for bankruptcy?

30 days from the day the company became insolvent (art. 21 ust. 1 of the Bankruptcy Law). The two-week deadline applied until the end of 2015.

Does resigning protect against liability?

Not for the past. For taxes and ZUS, a former board member is liable for arrears whose payment deadline passed while they were in office (art. 116 § 2 and § 4 of the Tax Ordinance).

Does a shareholder loan count in the balance sheet test?

No. Liabilities to a shareholder under a loan are not counted in the balance sheet test (art. 11 ust. 4 of the Bankruptcy Law). In the liquidity test every due debt counts.

How long can the tax office rule on a board member's liability?

No decision may be issued once 5 years have passed since the end of the year in which the tax arrears arose (art. 118 § 1 of the Tax Ordinance). ZUS applies the same rules.