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

Management board member B2B services in Poland may be treated as separate business activity if they are genuinely distinct 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 held that client acquisition and sales may constitute separate services. Key safeguards are a separate scope, arm’s-length remuneration, correct representation and evidence of actual performance.

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Can a management board member provide separate B2B services?

Yes, but an agreement and an invoice are not enough. Under Article 201 § 1 of the Polish Commercial Companies Code, the management board manages the company’s affairs and represents it. This does not make every activity performed by a board member a management duty.

The WSA challenged the Head of the National Revenue Administration (KAS – Krajowa Administracja Skarbowa), who had broadly treated the president’s services as management duties. The Court accepted that client acquisition, sales meetings, individual offers and maintaining customer relationships may be separate from the corporate function.

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How should management duties and business services be separated?

The decisive factor is the actual nature of the activities, not the title of the agreement. Companies should verify whether:

• the same service could be purchased from an external provider,
• the scope is specific and does not cover managing or representing the company,
• remuneration is arm’s length and the service has a genuine commercial rationale,
• performance can be evidenced by reports, correspondence, activity records or sales documentation.

Where the board member is also a shareholder or another related-party relationship exists, transfer pricing rules may also require review.

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Who should sign the agreement on behalf of the company?

Under Article 210 § 1 of the Code, a Polish limited liability company (sp. z o.o. – spółka z ograniczoną odpowiedzialnością) is represented in an agreement with a board member by the supervisory board or an attorney appointed by a shareholders’ resolution. If the sole shareholder is also the sole board member, Article 210 § 2 requires a notarial deed.

Issuing an invoice does not itself determine the correct tax treatment. The arrangement must first reflect genuinely separate services that are actually performed.

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Does the ruling remove GAAR risk?

No. The ruling does not provide general protection for all B2B arrangements with management board members. If services exist only formally, lack commercial justification or the remuneration split is designed mainly to obtain a tax advantage, Poland’s General Anti-Abuse Rule (GAAR) under Article 119a of the Polish Tax Ordinance may still apply.

For a foreign management board member, the company should additionally analyse tax residence, the nature of both remuneration streams, where the services are performed and the applicable double taxation treaty.

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If you have any further questions or require additional information, please contact your business relationship person or use the enquiry form on the HLB Poland website.

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