A management board member may be dismissed from the corporate function without cause, unless the company deed or articles of association provide otherwise.
Apart from dismissal from the board, the contract under which the management board member received remuneration (if concluded) must be terminated separately. Polish law does not provide for a specific type of contract for board members.
In civil law relationships, if the contract (e.g. management contract) is terminated without significant reason, the company should cover any loss incurred by the management board member. Further entitlements may be provided for individual contracts.
A management board member may also be employed under an employment contract. If this is the case, the reasons for dismissal must be provided if a contract is terminated without notice or if a contract of unfixed duration is terminated with notice. The reason must be real and specific, so the managing director can easily understand the grounds for dismissal. The reasons for termination with notice may be attributable to the managing director (e.g. non-performance or improper performance of the managing director’s duties), or not attributable to the managing director (e.g. redundancy). The Polish Labour Code does not list such reasons.
Termination without notice (i.e. summary dismissal) may be justified for a number of reasons, but is only permitted when certain statutory conditions are met.
In the remaining case, involuntary termination does not require justification. Further entitlements may be granted in individual contracts.