Criminal record requirements for management board members, supervisory board members and commercial proxies in Poland

In conducting business in Poland, there are numerous requirements and regulations that determine who can hold key positions in a company. One important criterion is the requirement of no criminal record.

What offences disqualify a person from applying for the position of management board member, supervisory board member or commercial proxy?

The aforementioned functions cannot be performed by persons who have been convicted by a final judgment for:

I. Pursuant to Articles 587-587[2], 590 and 591 of the Code of Commercial Companies, which relate to, including:

1. Publishing false data about the company’s operation, presenting false data to the company’s bodies, state authorities or a person appointed for auditing
2. Submitting information, documents, reports or explanations out of compliance with statutory deadlines or submitting them inaccurately or withholding data materially affecting the content of such information, documents, reports or explanations
3. Causing the board of directors to withhold access to documents, fail to provide the board adviser with the requested information, or submit it in contravention of the facts or withhold data materially affecting the content of such information or documents
4. Issue a false certificate of deposit of a voting share document or a false certificate of registration with a view to enabling unlawful voting in the general meeting or unlawful exercise of minority rights;
5. Transmitting or making available a false list of shareholders entitled to attend a general meeting of a public company with a view to enabling unlawful voting at the general meeting or unlawful exercise of minority rights;
6. Using a false certificate of deposit of a voting share document when voting at a general meeting or exercising minority rights.

II. Pursuant to Articles 228-231 and Chapters XXXIII-XXXVII of the Criminal Code, which deal with, including:

1. The acceptance of a pecuniary or personal benefit, or the promise thereof, in connection with the performance of a public function – the so-called offence of selling a public office holder;
2. The offence of bribery of a public figure in connection with the performance of that person’s function;
3. Active and passive paid patronage;
4. The abuse of power by an official or the failure to comply with duties, thereby acting to the detriment of the public or private interest;
5. Offences against information – disclosure of classified information obtained in connection with the function, unlawful acquisition of information, destruction or damaging of data;
6. Offences against the reliability of documents – forgery of documents, falsification of invoices, fraudulent making of false statements, use of false documents;
7. Offences against property
8. Offences against economic traffic and property interests in civil law transactions
9. Offences against money and securities.

Criminal record requirements and termination of the prohibition against a candidate for a position in a company

The prohibition referred to above shall cease on the expiry of the fifth year from the date on which the conviction becomes final, unless the conviction is erased earlier.

The requirement of a clean criminal record for management board members, supervisory board members and proxies is of key importance in the context of running a company in Poland. It helps to ensure that those responsible for key decisions in the company are credible, ethical and law-abiding. For entrepreneurs, this is an important aspect when recruiting for the board and when deciding to entrust important functions in the company. Compliance with this requirement is not only a legal obligation, but also a key element in building a fair and lawful business environment.