You run a Polish limited liability company (sp. z o.o.) and are confident that your personal assets are safe — that liability is capped at your share contribution and, in the worst case, a bankruptcy petition will close the matter. The Polish Ministry of Finance published a draft amendment in March 2026 that fundamentally changes this logic. Tax liability rules for board members are set to become significantly stricter — and this concerns every person who manages a company in Poland.

⚠️ The draft amendment to the Tax Code (Ordynacja podatkowa) is dated 18 March 2026. The law has not yet entered into force, but it has strong legal foundations and is widely expected to be enacted — in one form or another. The recommendations in this article are relevant right now, regardless of the outcome of the legislative process.

Why Is the Ministry of Finance Changing the Rules?
The draft did not emerge from nowhere. The explanatory memorandum identifies three specific reasons:

• Court of Justice of the EU rulings — the Polish provisions of Art. 116 of the Tax Code need to be aligned with European standards, as clearly indicated by the reasoning in the CJEU judgments.
• Communication from the Polish Ombudsman (February 2026) — current Art. 116 is not adapted to entities other than classic capital companies: limited partnerships, family foundations, etc.
• Report of the Supreme Audit Office (NIK) (December 2025) — documented "strikingly low effectiveness" of third-party liability provisions. The problem of "straw directors" — nominal board members while real decisions are made by others — has become systemic.

The combination of these factors gave the Ministry of Finance strong grounds for reform — and is precisely why experts consider enactment of the law, in some form, virtually inevitable.

Change No. 1: The End of the "Bankruptcy Shield"
Under the current Art. 116 § 1 of the Tax Code, board members are jointly and severally liable with all their personal assets for the company's tax debts — but only if enforcement against the company itself has proved unsuccessful AND the board member cannot demonstrate that:

• a bankruptcy petition was filed in a timely manner, or
• the failure to file a bankruptcy petition occurred through no fault of their own.

In other words, a timely bankruptcy filing is a reliable shield that removes personal liability from the director. The draft amendment dismantles this logic entirely.

What Changes After the Amendment?
Under the proposed new wording, persons managing a capital company are jointly and severally liable with all their personal assets for the company's tax debts arising:
▸ during the period of their duties or actual management of the company,
▸ after the company's liquidation — including obligations arising after liquidation.

Liability is excluded only where the person proves that they exercised due diligence (należyta staranność) in fulfilling their duties AND, prior to the initiation of liability proceedings, took measures that resulted in a substantial reduction of the tax arrears.

🔴 The pivotal shift: the burden of proof is transferred entirely to the board members. The director must now independently prove their diligence — a concept deliberately left undefined in broad terms.

What Is "Due Diligence" Under § 3?
The draft defines the standard through three criteria:

• Qualifications: the board member must possess knowledge and skills appropriate to their role. The higher your professional competence, the easier it is to demonstrate due diligence.
• Individual accountability of every board member: no one can say "that was not my area — another director handled it." Every board member is responsible for all company affairs — including tax matters. Ignorance is no defence.
• Implementation of effective corporate governance: the company must have a functioning tax compliance system — decisions documented, structures lawful, records in order.

💡 Practical takeaway: demonstrating due diligence is significantly easier with an ongoing legal and tax advisory agreement with a professional firm — this is material evidence that you have been systematically ensuring compliance with the law.

Change No. 2: Shadow Directors Are Now Also Liable
The draft extends the very definition of "person managing the company." It now covers not only formal board members but also a person who, in fact — directly or indirectly — exercises authority within the company equivalent to that of at least one of the directors.

Who is not affected: commercial proxies (prokurenci) and attorneys acting strictly within the scope of their authority. Liability arises only where real management has become fictitious in nature.

⚠️ "Straw director" arrangements are directly targeted by the draft. The real decision-maker will be held liable regardless of whether their name appears in the KRS register.

Change No. 3: Asset Freezes Before the Decision and Extended Limitation Period
Asset seizure before the decision
Today, assets can be seized only after a liability decision has been issued. Under the new rules — from the moment proceedings are initiated. While the case is still under review, your accounts and assets may already be frozen.

Limitation period: from 5 to 7 years
The draft extends the limitation period for third-party tax liability decisions from 5 to 7 years from the end of the calendar year in which the arrears arose.

Transferring assets to a spouse, a family foundation, or abroad as a protective measure is becoming an increasingly ineffective strategy — the tax authority will be able to freeze assets much earlier and for a longer period.

Comparison: Current Rules vs. Draft Amendment


How to Prepare: A Concrete Action Plan
Whether or not the law is enacted, the steps below will protect you in any case. These are not crisis measures — they are basic corporate hygiene.

1. Legal and tax audit of the company
Conduct an internal review: are all decisions properly documented? Is there documentation for tax positions? Engage a law firm to identify gaps and help you address them.

2. Define roles clearly: accountant ≠ tax adviser ≠ lawyer
An accountant records past transactions. A tax adviser (doradca podatkowy) is responsible for tax security. A lawyer handles legal matters. Delegating tax advisory functions to the accountant is a widespread and costly mistake.

3. Document all tax decisions
Every position you take on expenses or tax treatment must be supported: by a tax adviser's opinion, a request for an individual tax ruling (interpretacja indywidualna), or a protective opinion (opinia zabezpieczająca). This is the tangible evidence of your due diligence.

4. Review aggressive tax structures
If your structure includes arrangements that push legal boundaries, now is the time to revisit them. Tax optimisation is legitimate and worthwhile; structures that will not survive scrutiny are not. The right balance is achieved through professional guidance.

5. Protect your personal assets

•  Marital property separation (rozdzielność majątkowa) — a reliable tool for protecting family assets.
•  Family foundation (fundacja rodzinna) — a legal framework for structuring assets with protection from enforcement under Polish law.
•  D&O Insurance (Directors & Officers Liability Insurance) — covers the costs of legal defence, advisers and potential claims against board members.
•  Holding structure — separating the operational business from assets across different legal entities reduces the concentration of risk.

Conclusion

The draft amendment does not make life impossible for a Polish LLC director — it simply raises the bar for how a company should be managed. Those who already run their business honestly, maintain proper documentation, work with professional advisers, and keep personal and corporate assets separate are already meeting the new standards of due diligence.

For everyone else — this is a call to action. The best time to put your company in order is before problems arise.