commentary to the judgement of the Supreme Court of 15 November 2024, ref. no. II CSKP 1154/23)

In one of its latest judgements, the Polish Supreme Court confirmed that the liability of the management board member of a limited liability company (sp. z o.o.) may also apply to company’s debts that accumulated in the period when the said management board member was not holding their function in the company. Whereby, such liability spans only over such company’s debts that accumulated after the dismissal of the management board member and resulted from company’s obligations, such as agreements, that were in force when the management board member held their position.

This means that failure to file an application for declaring bankruptcy or a delay of such application may lead to liability of the management board member for unsatisfied debts of the company that rose:

• when the management board member held their function in the management board of the company,

and

• in the period when the management board member did not hold their function in the management of the limited liability company, provided that these debts result from an obligation (e.g. agreement) existing at the time when they held a position in the management board.

The said judgement of the Supreme Court is significant for management board members of limited liability companies that have become, or are threatened to become, insolvent. The scope of the liability of management board members for company’s obligations determined by the Supreme Court means that the fact that a management board member resigns from their function in a situation when the deadline for filing for company’s bankruptcy lapsed will not protect this management board member against the risk of liability for unsatisfied debts of the company.

The important thing is that in such situation the liability of the management board member spans not only over the unsatisfied debts of the company that rose when the board member held their function. The management board member may be held liable also for debts that rose after this period if they result from the obligations (such as agreements) existing in the management board member’s term in the company’s board.