Services provided to a company by a management board member in Poland – Voivodeship Administrative Court (WSA) ruling

A management board member in Poland may simultaneously operate their own business and provide paid services to the company in which they hold office, provided those services are genuinely separate from managing and representing the company.

In its judgment of 8 April 2026, case no. III SA/Wa 2554/25, the Voivodeship Administrative Court (WSA) in Warsaw challenged the position of the Head of the National Revenue Administration (KAS), who had treated services performed by the company president as automatically falling within her management duties. The Court held that activities such as client acquisition and sales may be separate from the corporate function of a management board member.

For companies, however, the decisive factors are the genuine separation of responsibilities, arm’s-length nature of the arrangement, proper execution of the agreement and documentation of the services actually performed. The fact that a management board member issues an invoice does not, in itself, determine the tax treatment of the remuneration.

The judgment is also relevant to international groups where a foreign manager serves on the management board of a Polish company while simultaneously performing specialist services for it. In such cases, the scope of the services must be considered alongside the manager’s tax residence and the applicable double taxation treaty.

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Can a management board member provide services to their company in Poland?

Yes. Appointment to a management board does not prevent a person from entering into an additional agreement with the company and performing other paid activities, including through their own business. The primary condition is that those services can genuinely be distinguished from the individual’s management board function.

Under Article 201 § 1 of the Polish Commercial Companies Code, the management board manages the company’s affairs and represents the company. Article 204 § 1 further provides that a management board member’s right to represent the company extends to all judicial and extrajudicial acts. This does not mean, however, that every activity personally performed by the company president or another board member automatically becomes a management activity. This was precisely the boundary examined by the Voivodeship Administrative Court in Warsaw.

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What did the Voivodeship Administrative Court in Warsaw rule on 8 April 2026?

Case no. III SA/Wa 2554/25 concerned a taxpayer who was both the majority shareholder and president of the management board of a Polish limited liability company (sp. z o.o.). In addition to serving on the management board, she operated her own business. Through that business, she entered into separate agreements with the company covering, among other things, advisory and training services, client acquisition, and the recruitment and training of advisers.

The Head of the National Revenue Administration (KAS) argued that some of these activities should in fact be treated as duties performed by the taxpayer in her capacity as a management board member. The authority therefore challenged the treatment of the remuneration as income from non-agricultural business activity and also considered the arrangement in the context of the General Anti-Abuse Rule (GAAR) under Article 119a of the Polish Tax Ordinance. The Voivodeship Administrative Court disagreed with such a broad equation of the services with the role of company president.

The Court emphasised that managing and representing a company is distinct from additional activities, which may include sales activities leading to contracts with customers. In the case under review, these included:

• building a database of prospective clients,
• selecting prospective clients,
• holding meetings and discussions with clients,
• preparing individual sales proposals,
• maintaining relationships after contracts had been concluded,
• obtaining referrals,
• activities leading to the sale of additional services.

It was also relevant that other individuals performed similar services for the company in return for remuneration and that the taxpayer had prior experience in carrying out this type of business activity.

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Where is the boundary between management board duties and separate B2B services?

This is the key question for a company considering this type of arrangement.

Simply describing an agreement as an advisory, intermediary or cooperation agreement is not enough. What matters is the actual scope of the activities performed.

Area	Management board function	Separate business services
Core nature	Managing the company’s affairs and representing it	Performing a defined, independent service
Example	Making decisions concerning the company’s business	Acquiring clients under a separately defined scope of services
Legal basis	Appointment and, where applicable, an additional relationship governing the management function	Separate agreement with the company
Remuneration	Payment for holding office or managing the company	Payment for specific services actually performed
Tax risk	Standard tax classification of management board remuneration	Higher where the scope overlaps with management duties
Documentation	Resolutions, scope of authority and corporate documents	Agreement, invoices, reports, deliverables and other evidence that services were performed

The key conclusion from the judgment is therefore more precise than simply saying that a company president may invoice their own company. A management board member may provide genuine business services that can be functionally separated from managing the company’s affairs and representing it.

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What demonstrates a genuine separation between B2B services and management duties?

The reasoning in the judgment identifies several factors that should be particularly relevant when assessing such an arrangement in practice.

1. Could the company purchase the service from an external provider?

This is one of the most useful business tests. If the company requires a particular service regardless of who sits on its management board, and could purchase that service from a specialised external provider, this supports the argument that the service has an independent character.

In the case under review, the activities included client acquisition, sales activities and training services. Other types of services must always be assessed by examining their actual scope and comparing them with the duties performed by the management board member.

An agreement covering the actual management of the business, key decision-making, representation of the company or organisation of its entire operations should be assessed differently.

2. Is the scope of the services specific and separate?

The agreement should make it possible to determine clearly what the company pays the service provider for and which activities the management board member performs as part of their corporate function.

Broad descriptions such as managing business development, strategic support or supervising operations may increase the risk of a dispute if, in practice, they describe the core responsibilities of the management board. It is considerably easier to demonstrate the independent nature of specifically defined services that produce their own deliverables and have a clear commercial rationale.

3. Is the remuneration set at arm’s length?

Particular attention is required where the management board member is also a shareholder or where other related-party relationships exist between the parties. The remuneration should be commercially justifiable. Depending on the nature of the relationship and the value of the transaction, an analysis under Polish transfer pricing rules may also be required.

Arm’s-length conditions are not limited to the amount of the fee. Another relevant question is whether an independent company in comparable circumstances would have purchased the service at all.

4. Are the services actually performed?

During a tax audit, the agreement and the invoice alone may not be sufficient. Companies should retain evidence demonstrating the actual scope of the arrangement, such as reports, analyses, project correspondence, activity records, sales documentation or other materials appropriate to the specific service. This evidence helps answer the tax authority’s fundamental question: what did the company actually receive in return for the remuneration?

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Who should sign an agreement between a Polish company and its management board member?

In a Polish limited liability company (sp. z o.o.), an agreement with a management board member should not be executed under the ordinary rules of representation by the management board.

Under Article 210 § 1 of the Polish Commercial Companies Code, in an agreement between the company and a management board member, the company is represented by the supervisory board or an attorney appointed by a resolution of the shareholders’ meeting. This rule also applies where the agreement concerns separate services provided through the management board member’s own business.

A specific exception applies where the sole shareholder is also the sole management board member. In that case, Article 210 § 2 of the Commercial Companies Code requires transactions between that person and the company to be executed in the form of a notarial deed. An error in representing the company when executing the agreement may therefore create a separate legal problem even if the services themselves have been correctly separated from the board member’s duties.

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Can a management board member invoice their company in Poland?

Yes, provided that the invoice relates to a service genuinely performed as part of the board member’s business activity and there is a valid legal basis for the arrangement. The invoice itself does not, however, determine the correct tax treatment.

From the perspective of the management board and CFO, the analysis should start from the business substance rather than the invoice. The company should first determine:

1. which duties the individual performs as a management board member,
2. which additional service the company intends to purchase,
3. why the company needs that service,
4. whether it would also purchase it from an independent provider,
5. how the remuneration has been determined,
6. how performance of the service will be documented,
7. who will execute the agreement on behalf of the company in accordance with Article 210 of the Commercial Companies Code.

Only a properly structured business model should form the basis for the subsequent tax and accounting treatment.

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Does the Voivodeship Administrative Court ruling eliminate the risk of GAAR in Poland?

No. The judgment primarily confirms that a tax authority cannot automatically treat every separate business activity carried out by a management board member as an artificial reclassification of management remuneration. It does not provide general protection for all B2B arrangements between companies and their management board members.

In the case under review, the Head of the National Revenue Administration considered the arrangement, among other things, under Article 119a of the Polish Tax Ordinance, which contains Poland’s General Anti-Abuse Rule (GAAR). The Court found that, in relation to professional intermediary services, the authority had incorrectly identified the activities under assessment and interpreted the scope of the management board function too broadly. This distinction is important. If an arrangement lacks convincing commercial justification, the services exist only formally and the remuneration is split primarily to obtain a tax advantage, the risk of challenge remains.

The Polish Tax Ordinance also provides for an additional tax liability in connection with certain decisions involving anti-avoidance provisions. This risk should not, however, be reduced to a single universal 40% rate – the method for determining the additional liability depends, among other things, on the type of tax and the circumstances of the case. For Polish Personal Income Tax (PIT) and Corporate Income Tax (CIT), Article 58b provides a separate calculation method.

Before implementing such an arrangement, it may therefore be appropriate to obtain tax advisory in Poland covering both the tax classification of the remuneration and the commercial substance of the overall relationship.

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What does the ruling mean for a foreign management board member of a Polish company?

International groups often face an additional layer of complexity. A management board member of a Polish company may be a tax resident of Germany, the United Kingdom, the Netherlands or another country while simultaneously providing specialist services to the Polish entity.

The Voivodeship Administrative Court ruling may help determine whether particular activities constitute management duties or separate business services, but it does not automatically determine where remuneration received by a foreign service provider should be taxed.

For a non-resident, additional factors must therefore be considered, including:

• the individual’s tax residence,
• the nature of remuneration received for serving as a management board member,
• the nature of the separate services,
• the provisions of the applicable double taxation treaty,
• where the business activity is actually performed and whether other tax obligations arise.

The Polish Ministry of Finance states that, as a general rule, a Polish tax resident is subject to unlimited tax liability, whereas a non-resident is subject to limited tax liability on income earned in Poland, taking into account the applicable double taxation treaty.

International groups should therefore not automatically apply an arrangement used for a Polish entrepreneur to a foreign management board member. Good practice is to analyse the corporate function and each additional service relationship with the Polish company separately. This is particularly important where the individual invoices the company through a business operated outside Poland.

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How can companies reduce the risk when a management board member provides B2B services?

Before signing an agreement, companies should review the overall cooperation model.

The key questions are:

• Does the scope of the service extend beyond managing and representing the company?
• Would the company purchase the same service from an external provider?
• Does the management board member have the skills or resources required to perform it?
• Is the remuneration consistent with arm’s-length conditions?
• Is there a commercial reason for entering into the additional agreement?
• Can the company demonstrate that the service was actually performed?
• Does the company’s representation when signing the agreement comply with Article 210 of the Polish Commercial Companies Code?
• Are there related-party relationships requiring a transfer pricing analysis?
• Does the arrangement merely replace one type of remuneration with a more favourably taxed payment stream?

If the answer to several of these questions is unclear, the arrangement should be reviewed before invoicing begins rather than only when a tax audit occurs.

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Can a management board member also operate their own business in Poland?

As a general rule, serving on the management board of a Polish limited liability company does not prevent an individual from operating their own business. The scope of their duties towards the company and the rules governing conflicts of interest and competing activities must nevertheless be taken into account.

The fact that a company president owns a separate business is therefore not itself the issue. What matters is how that business operates in relation to the company the individual manages.

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What is the key takeaway for management boards and CFOs?

The judgment of the Voivodeship Administrative Court in Warsaw of 8 April 2026 is significant because it rejects the overly broad assumption that everything a management board member does for a company must necessarily be performed as part of their management function.

The Court accepted that two parallel legal relationships may exist: the corporate relationship arising from serving as a management board member and an additional contractual relationship covering separate services. This does not, however, allow management duties to be freely transferred to a sole proprietorship or other B2B structure.

In practice, the robustness of the arrangement depends primarily on its economic substance: the scope of the services, how they are performed, whether the remuneration is at arm’s length, the supporting documentation and a clear separation from management duties. Companies already purchasing services from management board members under separate B2B agreements should review these elements in their existing contracts as well.

getsix® supports companies in assessing the tax implications of agreements with management personnel, reviewing risks associated with remuneration structures and dealing with Polish tax authorities. Where the relationship between a management board member and the company requires review, getsix® tax advisory in Poland can include an analysis of the specific scope of services and the resulting tax implications.

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Case law:

• Judgment of the Voivodeship Administrative Court in Warsaw of 8 April 2026, case no. III SA/Wa 2554/25

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