General managers
Last reviewed 21 Aug 2023
Civil law
Contract of employment, management contract incl. contract for services concluded as part of business activity of manager, appointment by shareholders’ resolution
Social insurance
Generally subject to social and health insurance if work is performed based on (a) employment contract or (b) management contract including contract for services. In both cases, revenues are considered as derived from the source of income other than buisness for the purposes of social and health insurance (respectively: from employment or similarly as from mandate contract).
Employee: all employment-related contibutions and non-wage labor costs are borne;
Management contract: basically all contributions typical for mandate contract are borne (i.e. pension, disability, accident, health and optional sickness insurance) as well as obligatory labour fund contribution.
If function of manager is performed based on appointment by shareholders' resolution, the remunaration is subject to health insurance only (free from social insurance contributions). Assessmnet basis for health insurance contribution is the amount of remuneration derived from this source of income.
Persons who perform the duties of board members in Polish companies, but at the same time are subject to the social security system in one of the EU/EEA countries or in another country with which Poland has concluded a social security agreement may be considered as subject to social security system only in that relevant country upon obtaining A1 certificate.
Income tax
Progressive income taxation based on tax scale only (source of income: employment or activity performed in person).
Potential 20% WHT instead in case of remuneration paid for management services to foreign taxpayer.
VAT
Generally no VAT.
In particular, activities performed based on contract for management services shall not be subject to VAT as long as the contract provides for reponsibility for execution of the contract against third parties to be borne by the company and not the manager. If otherwise - services shall be basically VATable.
Work permit
No work permit is necessary for nationals from EU, EEA or Switzerland.
Otherwise basically necessary, unless in connection with performing functions in the management board, the foreigner stays on the territory of Poland for a period not exceeding 6 months within the following 12 months.
Residence permit / Settlement permit
Generally required if the foreigner stays in Poland for more than 3 months
Liability
Joint liability of members of board for taxes due from the company (incl. employer's taxes, VAT etc.) as well as social security and health insurance contributions, which basically became due within performance of their duties.
Laibility of MoB may be excluded in case of declaring insolvency in due time.
Minimum remuneration
In the case of work performed on the basis of a contract for the provision of services to which the provisions on contracts for the provision of services apply, the minimum hourly rate is PLN 30.50 gross.
