Who signs a Polish company contract with its board member?

When a Polish sp. z o.o. contracts with a member of its own management board, the company is generally represented by its supervisory board or a representative appointed by the shareholders’ meeting. Another management board member cannot sign simply because they have the usual authority to bind the company. There is a separate rule where the sole shareholder is also the sole management board member.

A sp. z o.o. is a Polish limited liability company. This issue matters when, for example, a founder on its management board also supplies software development services personally. Agreeing the fee is only part of the preparation: the company needs the right person to enter the contract on its behalf.

Jacob supplies services to the startup

Imagine Jacob, Tim and Celina own shares in a Polish sp. z o.o. Jacob and Tim sit on its management board; Celina does not. The company has no supervisory board. Jacob plans to provide specified development services through his own sole-trader business.

This is often called a B2B arrangement, meaning a contract between businesses. As a sole trader, Jacob contracts in his own name. The company is contracting with Jacob, who is also a member of its management board. Using a business name and issuing invoices does not change that identity.

Tim offers to sign for the company. Its entry in the Polish company register, known as KRS, lets him sign customer contracts alone. Celina asks whether that is enough for this transaction. Article 210 of the Polish Commercial Companies Code requires a different basis for the company’s representation.

The shareholders can appoint Celina by a resolution of their meeting to represent the company in this particular contract. Jacob then signs as the service provider, while Celina signs for the company under that resolution. Owning shares would not, by itself, authorise her to do so.

Why ordinary signing authority is insufficient

Article 210 separates the company’s interests from those of the management board member on the other side of the contract. It applies without having to prove misconduct or a bad deal. Market pricing and unanimous enthusiasm for the arrangement do not remove the representation requirement.

Article 210(1) identifies the supervisory board and a representative appointed by a resolution of the shareholders’ meeting. If you choose the representative route, an ordinary power of attorney granted by the management board does not replace that appointment. A power of attorney means authority to act for another person or entity; it does not mean the representative must be a lawyer.

The Polish management board is the executive body that runs and represents the company. The supervisory board is a separate oversight body, where one exists. Do not assume a founder’s advisory board or an investor’s informal board seat can perform the supervisory board’s statutory role.

The rule covers contracts with the management board member beyond an agreement for their board duties, including employment and services agreements. By contrast, owning shares alone does not trigger Article 210(1). A founder who is a shareholder but not a management board member presents a different signing question, although ordinary authority and transaction approvals still need checking.

Could Tim be the appointed representative?

The Polish Supreme Court accepted that a member of the same management board may be appointed under Article 210(1). Its published holding comes from the judgment of 22 February 2023, case II CSKP 785/22; see the official Supreme Court Bulletin 1-2/2024, page 10.

Tim would need the appropriate appointment by the shareholders’ meeting and would act in that capacity. His ordinary management board authority would not suffice. The company must also assess conflicts and the circumstances of the transaction when choosing its representative. Celina is a possible choice in our example, rather than the only person the law could permit.

Approval and authority to sign are separate questions

A resolution approving the deal does not necessarily appoint the person who will sign it. Equally, appointing a representative does not automatically satisfy every approval required by statute or the company’s documents.

Check the company’s articles of association, which set its corporate rules, and any shareholder or investment agreement. They may require approval for related-party contracts or spending above an agreed amount. The distinction matters because Article 17 of the Code treats missing statutory consent differently from consent required only by the articles. Our explanation of reserved matters, meaning decisions requiring additional approval covers that separate part of governance.

Jacob’s services agreement also needs to identify the actual development work and deal with ownership of its results. Correct representation does not, by itself, transfer copyright in software. For that part of the preparation, see the article on the startup’s intellectual property ownership chain.

The sole shareholder who is also the sole board member

Article 210(2) uses a different procedure where the sole shareholder is also the sole management board member: a legal act between that person and the company they represent requires a notarial deed. The notary notifies the registry court. Having a one-person management board is insufficient if the company has several shareholders.

Article 210(3) provides an exception for a legal act carried out using a template made available in the statutory IT system. It concerns that particular template-based act. Incorporating the company through S24, Poland’s online company registration system, does not exempt every later contract from the notarial requirement.

What to put in the signing file

For Jacob’s contract, prepare the signing process alongside the commercial terms:

• Confirm the contracting parties and current management board membership.
• Check which transaction approvals are required.
• Properly adopt the resolution appointing the representative, if using that route.
• Define the authority so it covers the intended contract and check the required form of the documents.
• Identify the representative and the basis of their authority in the contract, and retain the resolution with it.

If the contract has already been signed using ordinary management board authority, collect the agreement, resolutions and evidence of what the parties have performed. The defect and possible remedy need assessment in that specific situation. Relabelling an old signature or backdating an appointment is not a sound fix.

Celina also checks whether her authority covers future fee amendments. The team can then tell whether the next amendment needs a new appointment before sending it for signature. This is a useful part of organising legal support for a startup as contracts between the founders and the company accumulate.

Legal position checked on 29 October 2026. This article concerns representation of a Polish sp. z o.o.; the tax and social-security treatment of the services arrangement needs a separate assessment.

Terms and legal references explained

Authority to represent the company

The legal authority to act for the company, for example by signing a contract that binds it. A Polish sp. z o.o. uses special representation when contracting with a member of its own management board. Ordinary signing authority is insufficient; Article 210 also provides a separate sole-shareholder rule.

Article 210(1) of the Polish Commercial Companies Code

For a contract with its management board member, a Polish sp. z o.o. is represented by its supervisory board or a representative appointed by a resolution of the shareholders’ meeting. This determines who acts for the company. It does not replace separate transaction approvals.

Article 210 § 1, original Polish statutory text

W umowie między spółką a członkiem zarządu oraz w sporze z nim spółkę reprezentuje rada nadzorcza lub pełnomocnik powołany uchwałą zgromadzenia wspólników.

Official Polish Commercial Companies Code, ELI