Every limited liability company (sp. z o.o.) in Poland must have a body authorized to represent and manage it. This body is the management board (zarząd). Holding the position of a management board member entails significant responsibility borne by each person in that role.
What is the management board in a limited liability company and what are its powers?
Alongside other bodies such as the shareholders’ meeting or, if applicable, the supervisory board, the management board exercises primarily the “executive” authority in a limited liability company. It plays a key role both in external relations—concerning representation of the company—and in internal affairs related to the company’s management and operations.
Is the appointment of a management board mandatory in every sp. z o.o.?
Yes. The management board is a mandatory body in a limited liability company. Its establishment is therefore required for the company to be legally formed.
Who can be a member of the management board in a limited liability company?
A management board member may be either a shareholder of the company or a third party (i.e., someone outside the group of shareholders). It is possible, but not necessary, for all shareholders to also be members of the management board. A board member does not have to be a Polish citizen—they may be a foreign national, including from outside the EU.
The management board may consist of one or more members. The choice between a single-member or multi-member board is up to the shareholders and should be based primarily on the company’s structure and the management model they wish to adopt.
Detailed requirements for a person to serve as a management board member can be found here:
https://milewska.legal/czlonek-zarzadu-w-spolce-z-o-o/
Board members may be assigned titles such as President (Chairman) or Vice-President of the Management Board. These titles have no legal significance under the Polish Commercial Companies Code (they do not confer specific rights, duties, or powers). However, such titles may be relevant in defining how the company is represented (see below) or for the internal division of duties within the board.
Powers of the management board in a sp. z o.o.
The management board holds both representational and managerial powers:
Both representation and management cover all judicial and non-judicial actions.
How is the company represented by the management board?
A limited liability company may have a single-member or multi-member management board. There are no legal restrictions in this regard.
If the articles of association do not specify the method of representation, the Polish Commercial Companies Code provides that two board members must act jointly on behalf of the company.
How is the management board appointed in a sp. z o.o.?
The board is usually appointed by a resolution of the shareholders. Alternatively, the shareholders may decide to appoint the first management board directly in the articles of association.
In companies where a supervisory board exists (e.g., municipal companies), the board is appointed by the supervisory board following a recruitment procedure.
Can a board member be dismissed or resign?
Yes, a board member can either resign or be dismissed by the body that appointed them (usually the shareholders’ meeting).
Resignation is effected by submitting a written resignation letter to the company. The company must acknowledge receipt. Importantly, the resigning board member does not need the company’s consent—resignation is their personal decision.
Dismissal occurs through a resolution passed by the shareholders (or the supervisory board, if it made the appointment). A dismissal is effective even if the dismissed board member disagrees with the decision.
Every appointment or dismissal of a board member must be reported to the National Court Register (KRS) within 7 days. The entry in the KRS is declaratory, meaning that the change in board composition takes legal effect upon appointment or dismissal—not upon registration in the KRS.
Serving as a member of the management board involves rights, duties and responsibilities. Who is a member of the management board? How do they differ from a commercial proxy? Are the details of a board member publicly available? Answers to some questions related to the topic of management board membership can be found below.
The European Parliament has passed legislation in 2022 to change the structure on the boards of the largest companies in member states. They mainly concern the standardization of recruitment for top management positions in companies. The aim of such a measure is to ensure a balance in the representation of men and women in management positions in listed companies.
