A limited liability company (spółka z ograniczoną odpowiedzialnością, or sp. z o.o.) is one of the most commonly chosen forms of commercial companies under Polish law. There are several reasons for this, but the rules governing liability play a significant role in choosing this legal structure for business operations.
As the name suggests, a limited liability company limits the liability of its shareholders. As a rule, it is the company itself—not its shareholders—that is liable for its obligations. Therefore, shareholders of a sp. z o.o. primarily bear the risk associated with contributing capital to cover the share capital. However, there are exceptions to this general rule.
For example, if a shareholder serves as a member of the management board, they may be held personally liable for the company’s obligations under Article 299 § 1 of the Commercial Companies Code if enforcement against the company proves ineffective. A similar liability exists for tax obligations and other public levies as defined in Article 2 § 1 and 2 of the Tax Ordinance Act, pursuant to Article 116 § 1 of the same act. Liability may also arise under Article 13 § 1 of the Commercial Companies Code, which states that in the case of a limited liability company in organization, the company and the persons acting on its behalf are jointly and severally liable for its obligations. In this context, the status of being a shareholder is irrelevant—the key issue is whether the person acted on behalf of the company.
Furthermore, as noted in legal literature, a shareholder in a limited liability company may also be held liable for the company’s obligations if they voluntarily assume such liability under general civil law principles—for example, through a suretyship or assumption of debt. (J. Bieniak, M. Bieniak, G. Nita-Jagielski, Commercial Companies Code. Commentary. 9th ed., Warsaw 2024).