Enforcing the debt of a limited liability company from management board members – key aspects and principles of responsibility

Ineffectiveness of enforcement against the company:

Pursuant to Art. 299 § 1 of the Commercial Companies Code, if enforcement against the company turns out to be ineffective, members of the management board are jointly and severally liable for the company’s obligations.

Limit of liability of management board members:

The liability of management board members does not cover the amount of the company’s obligation itself, but the damage related to the ineffectiveness of enforcement. The upper limit of liability is the amount of the uncollected principal amount plus interest until the date of ineffectiveness of enforcement.

Changes in the management board and liability:

Liability for the obligations of the limited liability company rests with the member of the management board who performed this function at the time when the company’s obligations were ineffectively enforced.

Claim limitation period:

A creditor’s claim against a member of the management board is time-barred in accordance with the provisions on the limitation of claims for compensation for damage. The three-year period begins to run from the moment the creditor learned about the damage and the person responsible for repairing it.

Economic procedure:

Case for a claim under Art. 299 of the Commercial Companies Code is an economic matter. The value of the subject matter of the dispute determines the subject matter jurisdiction of the court, with the District Court having jurisdiction when the value of the claim exceeds PLN 75,000.

Changes in the composition of the management board:

The liability of a management board member begins from the moment of his appointment by a shareholders’ resolution, regardless of the date of disclosure in the register of entrepreneurs.

If you are considering initiating proceedings against members of the management board of a limited liability company, consult a lawyer to obtain information about the options for action and the valuation of the case. Before deciding to initiate proceedings, it is worth using professional legal assistance to thoroughly understand the rules and risks associated with debt collection from members of the management board of a limited liability company.