Board members' liability for company debts
A board member of a Polish limited company can be liable with personal assets for its debts if enforcement against the company proves ineffective. We explain when this liability arises and how to be released — the key is acting in time.
When the board is liable
Under art. 299 of the Commercial Companies Code, if enforcement against a limited company is ineffective, the creditor may pursue payment from board members. The liability is personal and covers the board member's private assets.
How to be released from liability
A board member can be released from liability by proving one of the statutory grounds:
- a bankruptcy motion was filed in time, or restructuring was opened;
- the failure to file was not their fault;
- despite the failure to file, the creditor suffered no damage.
The role of early restructuring
The most effective protection is acting in time. Opening restructuring or filing for bankruptcy at the right moment not only saves the company but also protects the board from personal liability. The longer you wait, the narrower the options — at the first signs of crisis it pays to assess the situation immediately.
PT