Polish board members must prove they aren't liable for company debts

In Poland, members of a company's management board must take proactive steps to shield themselves from personal liability for the firm's uncollectible debts. Simply holding a board position is not enough to avoid responsibility. Instead, board members must actively demonstrate that they meet the conditions stipulated in Article 299, Paragraph 2 of the Polish Code of Commercial Companies.

This legal provision requires board members to prove they have taken all necessary actions to secure the company's claims and prevent the accumulation of uncollectible debts. This could involve initiating debt recovery procedures, restructuring the company, or seeking insolvency proceedings at the appropriate time. The burden of proof lies with the board member seeking to escape liability.

Failure to actively demonstrate these efforts can lead to significant personal financial consequences. Creditors can pursue board members directly for company debts that cannot be recovered from the company's assets. This legal framework underscores the importance of diligent corporate governance and proactive financial management for individuals serving on company boards in Poland.