When is a supervisory board required in a Polish company and what are its responsibilities?

In Poland, not every company is required to have a supervisory board. However, in certain cases, establishing this body is mandatory and its role is far from symbolic.

When is a supervisory board mandatory?

The requirement depends on the type and structure of the company:

• Joint-Stock Company (Spółka Akcyjna) – supervisory board is always mandatory under Polish law
• Limited Liability Company (Spółka z o.o.) – a supervisory board (or audit committee) is required if both of the following conditions are met:
  • the share capital exceeds PLN 500,000, and
  • the number of shareholders exceeds 25.
• other companies (e.g., Simple Joint-Stock Company) – in most other cases, establishing a supervisory board is optional and must be explicitly provided for in the company’s articles of association.

What does the supervisory board do?

The supervisory board is not involved in day-to-day management. Instead, it performs ongoing oversight of the company’s operations. Its key responsibilities include:

• Monitoring the company’s activities across all areas
• Evaluating financial statements and management reports
• Reviewing proposals for profit distribution or loss coverage
• Preparing annual reports on its supervisory activities
• Requesting information and documents from the management board and employees
• Inspecting company assets and operations

What are the risks and liabilities?

While the supervisory board does not manage the company, its members can still be held liable for:

• negligence in oversight, especially if it leads to financial loss or regulatory violations
• failure to act on signs of mismanagement or fraud
• breach of fiduciary duties toward the company and its shareholders

Is the role paid?

Members of the supervisory board may receive remuneration, but it is not automatic. The compensation must be explicitly stated in the company’s articles of association or approved by a shareholders’ resolution. In addition to remuneration, board members are entitled to reimbursement of costs related to their duties. The income from serving on a supervisory board is subject to personal income tax (PIT) and, in some cases, social security contributions (ZUS), depending on the individual’s overall insurance status.

How we can help?

Our law firm advises companies and board members on whether and when a supervisory board is required, drafting or updating articles of association, defining clear roles and responsibilities and ensuring compliance with corporate governance standards.