27/01/2026
Unsuccessful enforcement against a Polish limited liability company and management board liability (Article 299 CCC)
Polish company law provides, in specific circumstances, for the personal liability of management board members for the obligations of a limited liability company (spółka z ograniczoną odpowiedzialnością, “sp. z o.o.”). As a result, a creditor’s prospects of recovery do not necessarily end with unsuccessful enforcement against the company.
If a creditor demonstrates that enforcement against the company has proven ineffective, the creditor may pursue claims against management board members under Article 299 of the Polish Commercial Companies Code (CCC). In practice, this requires initiating separate legal proceedings.
From the perspective of management board members, key importance attaches to the statutory grounds that may exclude liability. In particular, a board member may seek to establish that, in due time, an application for insolvency was filed or restructuring proceedings were commenced (including the approval of an arrangement). A defence may also be available where the failure to file was not attributable to the board member, or where the creditor suffered no loss despite the absence of a timely filing.
Polish case law indicates that “no loss” may be found where the creditor would not have obtained satisfaction even if insolvency proceedings had been initiated in due time. In proceedings under Article 299, circumstances attributable to the creditor may also be relevant, including an unjustified delay in initiating enforcement where enforcement could, in fact, have been pursued earlier.
It should also be noted that the burden of proof as to the grounds excluding liability rests with the management board member.
This post is for informational purposes only and does not constitute legal advice.
Majewski Law Office — Szczecin | Poznań, Poland.
