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

A management board member may provide separate B2B services to a Polish company if those activities are genuinely distinct from managing and representing it. In its judgment of 8 April 2026, case no. III SA/Wa 2554/25, the Voivodeship Administrative Court (WSA) in Warsaw confirmed that activities such as client acquisition and sales may constitute separate business services. For investors and owners doing business in Poland, the key issues are a clear division of responsibilities, arm’s-length remuneration, correct execution of the agreement and evidence that the services were actually performed.

When can a management board member provide B2B services?

Serving on a management board does not prevent an individual from operating a separate business and entering into an additional agreement with the company. However, the B2B services must be genuinely separate from management duties.

The WSA rejected the Head of the National Revenue Administration’s (KAS – Krajowa Administracja Skarbowa) broad approach of automatically treating the company president’s services as management activities.

Client acquisition, sales meetings, individual proposals or maintaining customer relationships may therefore constitute separate services where their scope can be clearly distinguished from the board function.

How should the two roles be separated?

The actual activities performed are more important than the title of the contract. A company should determine whether:

• it would purchase the same service from an external provider,
• the scope excludes managing and representing the company,
• remuneration is consistent with arm’s-length conditions,
• there is a genuine commercial reason for purchasing the service,
• performance can be evidenced by reports, correspondence or sales records.

Where the board member is also a shareholder or another related-party relationship exists, Polish transfer pricing rules may also need to be considered.

Who signs the agreement for the Polish company?

Under Article 210 § 1 of the Polish Commercial Companies Code, a Polish limited liability company (sp. z o.o. – spółka z ograniczoną odpowiedzialnością) is represented in an agreement with a management board member by its supervisory board or an attorney appointed by a shareholders’ resolution.

If the sole shareholder is also the sole management board member, Article 210 § 2 requires the transaction to be executed in the form of a notarial deed.

An invoice alone does not determine the correct tax treatment. The underlying business arrangement must first be properly structured and actually implemented.

What risk remains for investors and company owners?

The WSA ruling does not remove the risk of Poland’s General Anti-Abuse Rule (GAAR) under Article 119a of the Polish Tax Ordinance. Tax authorities may still challenge an arrangement where the services exist only formally, lack commercial substance or the remuneration structure is primarily intended to generate a tax advantage.

For foreign managers serving on the board of a Polish company, the analysis should also cover tax residence, the place where services are performed, the nature of each remuneration stream and the applicable double taxation treaty.

These issues are particularly relevant to foreign owners and managers establishing or expanding a business in Poland.

Read the full article here: Services provided to a company by a management board member in Poland – Voivodeship Administrative Court (WSA) ruling.