Why should you read this briefing? 

Entering or expanding in Poland is easier when a few core corporate law mechanics are understood from the start. They shape how deal structure, governance framework and executive contracts operate in practice. 

This briefing distils three elements that are among the most crucial matters for cross‑border investors: 

1. contracting with management;
2. operating during the “company pending registration” phase; and
3. the business judgment rule recently formalised in Polish law.

Contracts with members of the management board: Avoid self‑dealing traps¹

What it is

Polish companies use a dedicated representation mechanism for any contract or dispute between the company² and a management board member. In such cases, the company acts through the supervisory board or through a proxy appointed by shareholder resolution. In a one‑member company, where the sole shareholder is also the sole director, any contract with that individual must take the form of a notarial deed (with limited exceptions for standard online templates), but the company does not need to use the special representation mechanism.

Why it matters

Using the correct representation mechanism ensures all contracts with management board members are fully effective from day one. If not used, the courts treat such contracts as void; they cannot be “fixed” by subsequent ratification. This is more than a technicality – voidness can unwind remuneration, option grants, loans or asset transfers, and trigger clawbacks. 

Investor takeaways

• Integrate the special representation mechanism into HR and treasury workflows (employment contracts, management agreements, option plans, loans, leases).
• Appoint an independent proxy in advance where no supervisory board exists.
• For single‑shareholder/single‑director vehicles, use a notarial deed for any contract with the director.

“Company pending registration”: You can operate before registration

What it is

From the moment the shareholders sign the articles of association, a sp. z o.o. pending registration comes into existence. It can contract, own assets (including real estate), incur liabilities and sue or be sued. Its name must carry the suffix “w organizacji” until registration. The position is slightly different for a joint stock company (spółka akcyjna), which comes into existence as a spółka akcyjna pending registration as soon as all its shares are subscribed. 

How representation works

A sp. z o.o. pending registration is represented by all members of the management board (if already appointed) acting jointly or by a proxy appointed by a unanimous resolution of the shareholders. For a spółka akcyjna pending registration, before a management board is formed, all founders acting jointly or a unanimously appointed proxy represent the company.

What changes at registration 

Upon entry into the court register (KRS), the company automatically becomes a full sp. z o.o. or S.A. and acquires legal personality. All rights and obligations of the “pending registration” entity pass to the registered company by operation of law – no novation, confirmations or amendments are required. 

Liability during the pre‑registration phase

Until registration, the company pending registration and the individuals acting on its behalf are jointly and severally liable for its obligations.

Investor takeaways

• Operating pre‑KRS is not only fully permitted but often accelerates deal timetables – provided signature blocks and authority reflect the correct pre‑registration representation.
• Track any director or founder actions carefully to avoid accidental personal liability.

Business judgment rule: Empowering high‑quality decision making

What it is

The business judgment rule became part of the Polish law in October 2022³. When members of management, supervisory board members or liquidators act in the company’s best interests and make decisions within the scope of reasonable business risk – relying on relevant information, analyses and expert opinions – they are considered to have met their duty of professional care, even if outcomes differ from expectations. The emphasis is on thoughtful process, not hindsight.

Why it matters

The rule focuses on the quality of the decision‑making process rather than the eventual result. Courts examine how decisions were formed — what information was gathered, which alternatives were assessed, how potential conflicts were addressed. This aligns Poland with mature jurisdictions recognising disciplined governance and giving boards stronger comfort when navigating commercial challenges.

Investor takeaways

• Document the process: board papers that capture assumptions, alternatives, sensitivities and external inputs.
• Use independent advice selectively (valuations, legal opinions, technology or regulatory reviews) to evidence “adequate information”.
• Record conflicts and mitigation steps; show how the decision served the company’s interest.
• Calibrate risk appetite in board policies so “justified business risk” has a clear, company‑specific meaning. 

Conclusion: What good looks like in practice

Sophisticated investors treat these rules as design constraints, not roadblocks:

• Board member contracts go through the special representation procedure with the use of pre‑approved proxies or notaries where required.
• Pre‑KRS operations are enabled by clean signature protocols and contract templates for the “pending registration phase”, with automatic continuity on registration.
• Decision governance is prioritised so the business judgment rule is not theoretical — it is evidenced in minutes, data rooms and audit trails.