Who can become a member of the management board?
Only a natural person with full legal capacity to enter a contract may become a member of the company’s management board. As a general rule, therefore, this will be a person of full legal age who is not in any way incapacitated.
A person with a final judgment for certain offences (i.e. a conviction for bribery or paid patronage) are not able to become a member of the management board.
What is the difference between a board member and a commercial proxy?
A member of the management board is the person authorised and obliged to manage the company’s business. They also represent the company externally – thus, they will sign contracts, applications and documents on its behalf. However, depending on the adopted method of representation, various configurations of signatures may be required for a contract to be valid. Thus, for example, if the articles of association of the company indicate joint representation of the members of the management board – the signatures of the specified number of management board members indicated in the AoA will be required (sometimes also together with a commercial proxy). If the representation is indicated as independent – only one signature will be required.
A commercial proxy, on the other hand, is a proxy of the company. Therefore, they are not involved in the management of the company’s affairs, but may sign contracts with other entities on its behalf or represent it before authorities (i.e. primarily offices and courts).
What personal data of a management board member is disclosed in the KRS?
In an excerpt from the National Court Register, you can find information regarding the names, surnames and PESEL (social security) number of the company’s management board members. This applies to both current members – and historical members (who have been dismissed or resigned). Thus, data once entered in the KRS are not removed from the register, despite the dismissal or resignation of a board member.
Can a member of the company’s management board be sued for the company’s liabilities?
As a rule – no. However, there are exceptions to this rule – i.e. first of all art. 299 of the Commercial Companies Code, as well as art. 116 of the Tax Ordinance. A member of the company’s management board may be liable for the company’s obligations if the execution from the company’s assets proves to be ineffective.
However, they may avoid liability, e.g. in the event of a timely filing of a motion to declare the company insolvent. You can find more information on the liability of a board member here.
Can a management board member be dismissed?
Yes. A member of the management board can be dismissed. They may also cease to serve on the board of directors by an independent decision – by resigning.
A management board member is usually dismissed by a resolution of the shareholders.
If the board member was bound to the company by an additional contract (e.g. a management contract or employment contract), the mere dismissal of the board member does not automatically constitute a termination of the contract – it must be done in a separate action.
Does a management board member receive a salary?
A management board member may receive a salary – however, they may also provide services for the company free of charge. It all depends on the decision of the shareholders and often – also the company’s management board itself.
A management board member’s remuneration may be introduced on the basis of a contract concluded between the board member and the company (employment contract, commission contract – but also B2B or managerial contract). It may also be granted on the basis of a shareholders’ resolution (in which instance no additional contract is concluded).
You can find more information on board member remuneration here.
Aleksandra Kostrzewa
attorney trainee
