June 11, 2025

What are the rules for the management board of the Polish limited company?

Spółka z o.o. in Poland is a commercial company that has a legal personality. It is the most popular company for any type of investment. It can be formed for any legally permissible purpose by one or more shareholders. However, a single-member limited company (another sp. z o.o. with only one shareholder) cannot establish another single-member sp. z o.o. This is a specific restriction in Polish law. The restriction applies only to the initial founding of the company. After a company is established, it can transition to a single-shareholder structure if needed.
 
The minimum share capital required to establish a sp. z o.o. is PLN 5,000, and this must be fully paid in before registration. The minimum nominal value of a single share is PLN 50.
 
The essential bodies of a sp. z o.o. are:
 
  • general meeting of shareholders (zgromadzenie wspólników): This is the highest authority in the company, responsible for major decisions such as approving financial statements, appointing or dismissing management board members, and amending the articles of association.
 
  • management board (zarząd): This is the executive body responsible for the day-to-day management and representation of the company. It must consist of at least one member.
 
If the share capital exceeds PLN 500,000 and there are more than 25 shareholders, the shareholders are also obliged to establish a supervisory board or an audit committee.
 
  1. How many members should be on the management board of a Polish limited company and how they are appointed?
 
According to Article 201 § 2 of the Commercial Companies Code, the management board of a limited company consists of one or more members who may assume roles such as president, vice president, etc. This means that the management board of a Polish limited company should consist of at least one person, and the maximum number of people has not been determined by the law. The articles of association can define both the required and maximum number of board members.
 
The primary way to appoint members of the management board is through a resolution of the company’s shareholders. The statutory regulation can be modified by the articles of association. Shareholders sometimes decide to delegate the authority to appoint the management board to the supervisory board or individual shareholders, within the scope of their personal rights. These powers can also be reserved for third parties outside the company.
 
  1. Power and representation
 
The management board manages the company’s day-to-day operations and represents the company in all legal and factual matters, unless specific matters are reserved for other bodies (e.g., shareholders’ meeting or supervisory board).
 
The way in which a company is represented—meaning who can legally act and sign on its behalf—is a fundamental aspect of corporate governance in Poland. This is governed primarily by the Polish Commercial Companies Code and, crucially, by the company's articles of association. The articles of association are the primary source for rules on company representation. Shareholders can specify in the articles exactly how the company is to be represented in dealings with third parties. This can include, for example, requiring all board members to act jointly, allowing individual board members to act alone, or stipulating that certain actions require the involvement of a specific officer such as the president of the board. If the articles of association do not specify the method of representation, the default rule is that two board members or one board member together with a commercial proxy (prokurent) represent the company.
 
A commercial proxy (prokurent) is a special type of attorney-in-fact, appointed by a resolution of the management board (with the consent of all board members), who has broad authority to act on behalf of the company in court and out-of-court matters, except for selling real estate or granting further proxies.
 
Individual members of the management board may act independently for ordinary business matters, but matters exceeding the ordinary course require a board resolution.
 
  1. Who can be a member of the management board of Polish limited company?
 
The members of the management board of a Polish company must meet the following criteria:
 
(i) only natural persons can be members; legal entities or companies cannot serve on the management board,  
 
(ii) they must have full legal capacity, meaning they must be adults (at least 18 years old) and not incapacitated, 
 
(iii) they must not have a criminal record for certain offenses specified in the Commercial Companies Code, including crimes related to property, document credibility, economic trade, and offenses detrimental to the company’s interests.  
 
Foreigners can be members of the management board and do not need a Polish personal identification number (PESEL), but they must provide an address for delivery within the EU or appoint an authorized representative.
 
In Polish company law, there is no statutory limit on the number of members of the management board of a limited company. The company’s articles of association determine both the number of board members and the method of their appointment.
 
Conclusion
 
A key document for a Polish limited liability company that enables you to plan and regulate many aspects of management is the articles of association. We can assist you in selecting the appropriate solutions and drafting the required documents. Another important document is the management board by-laws, which are useful for the day-to-day operations of the company. Careful planning and finding appropriate solutions are vital for smooth and effective operations.
 
Woźniak Legal possesses the expertise and experience necessary to effectively assist you. Our lawyers can assist you in choosing the right business structure for your investment in Poland and effectively support you in handling your case.
Please contact us on office@woznialegal.com.
You can also email me directly on grzegorz.wozniak@wozniaklegal.com.

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