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The reasons for regular termination as set out in the Labour Act are as follows:
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 employee can easily understand the grounds for dismissal. The reasons for termination with notice may be attributable to the employee (e.g. non-performance or improper performance of the employee’s duties), or not attributable to the employee (e.g. redundancy). The Polish Labour Code does not list such reasons.
Termination without notice (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.
Written form, including reasons for termination. Decision is to be delivered to the employee.
Similar rules apply to both ordinary termination with notice and summary dismissal without notice.
The employee must be served with the original letter of dismissal, and not an electronic file, e-mail, fax or photocopy. The letter of dismissal must be in Polish and signed by a person authorised to act on behalf of the company. It is possible to request that the employee signs other language versions of the letter in addition to the Polish version. The letter of dismissal must include information about the employee’s right to appeal to a labour court. The deadline for an employee to appeal against enforced dismissal is 21 days.
Regular termination: notice period ranges from two weeks to three months, dependent on the employee’s length of service with the same employer.
The three-month period is extended by an additional two weeks / one month for 50 / 55-year-old employees who have 20 or more years’ continuous service with the same employer.
Extraordinary termination (summary dismissal): no notice period. Termination during probationary period: notice period of at least seven days.
Termination by employee: notice period cannot be longer than one month if the employee has a good reason.
If the employment is terminated because the employee breaches his contractual obligations, notice periods are halved.
Statutory notice periods vary depending on the type of employment agreement and the length of service with a given employer.
For a contract of unfixed duration and a fixed-term contract, the notice period is:
Probationary period employment contracts have shorter notice periods, of three working days to two weeks, depending on the agreed length of the probationary period. Polish law recognises probationary period contracts as a separate type of employment contract and not as an initial period of an indefinite term employment contract. After the probationary period, a new contract can be agreed.
Notice periods of a week or multiple weeks always end on a Saturday, and notice periods of a month or multiple months always end on the last day of the month.
The contractual or statutory notice period does not have to be observed for a summary dismissal.
The works council must be informed of the employer’s intention to dismiss. The works council‘s consent is required for dismissal of the following employees:
A single dismissal for employee-related reasons (e.g. performance-related dismissal) is not subject to any collective notification or consultation requirement.
Only group dismissals or significant reductions of the workforce undertaken as a part of a restructuring trigger the notification and consultation requirement. The employer must notify / consult a works council about any matters relating to employment status and structure, any predicted or proposed changes in this respect, and actions taken to maintain the current level of employment. However, this will only be necessary when the anticipated changes are permanent or significant (in relation to the employer’s size).
Works council members may not be dismissed involuntarily (either with or without notice) during their term of office without the prior consent of the works council.
If there is no works council, consent is given by the union commissioner (the union representative employed with the respective employer). The union‘s consent is required for the dismissal of a union commissioner during their period of office and for six months thereafter.
Notification is required if the employer wishes to dismiss with notice a permanent employee (employed under an employment contract for an unfixed duration) who is a trade union member, or whose rights and interests the trade union has agreed to defend.
The trade union must be informed in writing, including the reasons for termination, at least five days before the employee receives the letter of termination. If the trade union decides that the dismissal is unjustified, it may present the employer with its substantiated objections in writing. An employer may proceed to dismiss having considered the opinion of the trade union (although this opinion is not binding). If the submission of a trade union opinion is delayed or absent, the employer may proceed without any additional consideration.
Notification is also required if the employer wishes to dismiss an employee without notice. In such a case, the trade union has three days to express its opinion in writing.
Trade union officers, or other employees named in a special resolution of the trade union’s board of management, are protected against involuntary dismissal and may not be dismissed without trade union consent. The number of employees protected under a special resolution depends on the number of employees who are members of the trade union or the number of the company’s officers (a decision left up to the trade union’s board of management).
If the works council or union commissioner do not consent, consent can be substituted by a judicial or an arbitral decision.
Not generally necessary.
However, employers have certain obligations to inform the Labour Offices of a group redundancy procedure, particularly for large-scale redundancies.
Employer who expects to terminate at least 20 employees, five of which due to business related reasons, all within a 90-days’ period, is obliged to duly consult the works council / union commissioner in order to possibly reach an agreement to save the employees and / or limit the number of terminations. The employer is obliged to provide the works council / union commissioner with written information concerning the reasons for termination, total number of employees, number, professions and positions of employees who are supposed to be terminated, election criteria for such employees, amounts and way of calculating their severance payments and measures undertaken to prevent such terminations. Employer is obligated to consider and explain all possibilities and suggestions that may lead to avoidance of terminations. Also, the Croatian Employment Agency needs to be informed about the previously mentioned points and consultations with the works council / union commissioner.
A group dismissal occurs when an employer employing at least 20 employees terminates the employment relationships of at least the following numbers of employees within 30 days, with notice, and for non-employee-related reasons:
These thresholds include terminations on mutual agreement if at least five such terminations have been initiated by the employer.
Small companies (employing fewer than 20 employees) are not subject to the group dismissal procedure, and may proceed without any prior notification of / consultation with employee representatives or local authorities.
Summary termination (summary dismissal) is defined as termination without notice, and is only lawful where there has been:
The employee is to be dismissed within 15 days of the day of becoming aware of the fact / reason for dismissal.
Dismissal without notice is only permitted in specified circumstances.
An employee may be summarily dismissed (disciplinary dismissal) if he:
Summary dismissal may only be exercised within one month of the employer becoming aware of the reasons for dismissal.
It is also possible for the employer to summarily dismiss an employee without fault due to long-term absence from work, where:
If it is decided the dismissal is illegal, the employee is to be reinstated. Reinstatement is possible even before the end of the court procedure to determine the legality of the dismissal if the employee so requests. If the parties do not wish to continue with their employment relationship, the court shall at the employee‘s request determine:
If the termination of a contract without notice, or termination of a contract of unfixed duration with notice, is unlawful the employee may claim reinstatement or compensation.
Reinstatement cannot be claimed for an unlawful termination with notice during a fixed-term or probationary contract.
If the contract is of unfixed duration, compensation of between two weeks’ and three months’ salary (and not less than the employee’s salary during the notice period) may be awarded.
In an unlawful termination without notice, an employee may in general only claim compensation of up to three months’ salary. Further entitlement can be claimed on the basis of general civil law rules.
An employee with an open-ended contract who has two years’ continuous service with the same employer (and is not being dismissed due to an intentional breach of contractual obligation) is entitled to a severance payment. The statutory minimum severance payment is calculated by multiplying one-third of the average monthly salary in the preceding three months by the number of years’ continuous service with that employer. The severance payment is capped at six times the average monthly salary, unless otherwise provided for by law, by-law, collective agreement or work contract
If an employer employs more than 20 employees, and dismisses an individual solely for non-employee-related reasons (e.g. due to a reduction in the workforce or redundancy of a work post), it must pay a severance payment equivalent to:
However, severance pay is capped by statute at 15 times the national minimum monthly salary (capped at PLN 39,000 from January 2020, equivalent to approx. EUR 9138).
Post-contractual non-competition clauses must last no longer than two years from the date of termination of the contract. The employer is obliged to pay compensation (at least one-half of the average monthly salary paid in the last three months of employment). The covenant will not be valid if the employee is a minor or if the employee‘s salary amounts to less than the average national salary.
The non-competition clause does not apply if: (i) the employee terminates the contract without notice period (extraordinary termination) and does not state that he does agree that the clause applies; or (ii) if the employee is dismissed without a justified reason, unless the employer undertakes to pay the prescribed remuneration for the duration of the clause.
Post-contractual non-competition restrictions are permitted when an employee has access to confidential information, the disclosure of which could damage the employer. In this case, the parties should in this case enter into a separate post-termination non-competition agreement. This should specify the restricted time period and compensation due to the employee (which must not be lower than 25% of the employee’s salary for the duration of the agreement). Compensation may be paid in monthly instalments.
Not applicable.
Not applicable.
It should be noted that the title ‘managing director’ is not recognised under the Croatian Companies Act or other relevant applicable legislation. The Croatian Companies Act recognises only a ‘director’, who is authorised to represent the company and obliged to be registered as a member of the management board with the respective commercial court.
A managing director need not to have an employment agreement with the company, or any other type of agreement, in order to be able to represent the company.
Where a managing director has a managing / service agreement which falls under the regulation of Croatian obligatory law, only the provisions of the managing / service agreement apply. If aspects of the relationship are not dealt with in the managing / service agreement, the relevant provisions of the Croatian Obligations Act will apply.
Where a managing director does not have any employment or managing / service agreement with the company, he shall be treated as a member of the management board only.
The table below sets out the position under Croatian law with respect to the managing directors of a limited liability company, with and without service agreements.
No special reasons required (unless otherwise specified within the statute of the company or the contract itself).
Where the managing director has a service agreement, the provisions of that service agreement (and consequently the Croatian Obligations Act) will apply.
If the managing director is a member of the management board according to the statute of the company (and not only appointed by resolution of the shareholders), the company statute may set out that revocation is only possible for special reasons.
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.
Valid shareholders’ resolution on revocation of appointment as member of the management board. Registration of this revocation with the court registry. Termination of the service agreement in the same form in which the agreement has been signed (Obligations Act provisions shall apply).
In the case of limited liability companies (‘spółka z ograniczoną odpowiedzialnością’), management board members may be dismissed from office by a resolution of shareholders unless the company deed states otherwise.
In case of joint-stock companies (‘spółka akcyjna’), a management board member can be dismissed by the supervisory board, unless the articles of association state otherwise. The shareholders can also dismiss a management board member at any time.
The management board member concerned and court register should then be notified of the decision regarding the dismissal, but the dismissal is valid from the date of the relevant resolution (unless the resolution itself states otherwise).
If a management board member has an additional civil contract (e.g. a management contract), this must be terminated separately as it does not automatically expire upon the management board member’s dismissal from the board.
In dealings with a company’s management board member, the company should be represented by the supervisory board (if any is present) or an attorney-in-fact appointed by a resolution of shareholders meeting. These rules do not apply to a former management board member deemed to be an ordinary worker from the time of his dismissal from the board. Any additional contracts with the former management board member may be terminated by the board.
According to the Croatian Companies Act, the appointment of a director of the company can be revoked at any time without notice (for no special reason). Some restrictions (not strictly defined) can be set out within the statute of the company.
If the director has a service agreement, the notice period will be as set out in the service agreement.
A management board member may be dismissed from the corporate function without any notice period. However, notice periods may be stipulated in civil contracts.
No involvement.
No involvement.
No involvement.
For management board members employed under employment contracts, notification is required if the employer wishes to dismiss with notice a permanent managing director (employed under an employment contract for an unfixed duration) who is a trade union member, or whose rights and interests the trade union has agreed to defend.
The trade union must be informed in writing of the reasons for termination at least five days before the employee receives the letter of termination. If the trade union decides that the dismissal is unjustified, it may present the employer with its substantiated objections in writing. Having considered the opinion of the trade union (which is not binding), an employer may still proceed to dismiss. If the submission of a trade union opinion is delayed or absent, the employer can proceed without any additional consideration.
Notification is also required for an employer to dismiss a managing director without notice. In such a case, the trade union has three days to express its opinion in writing.
Trade union officers, or other managing directors named in a special resolution of the trade union’s board of management, are protected against involuntary dismissal and may not be dismissed without trade-union consent. The number of employees protected under a special resolution depends on the number of employees who are members of the trade union or the number of company officers. (This decision is the responsibility of the trade union’s board of management).
Respective commercial court brings a resolution on registration of the resolution in the court registry. The court’s resolution and registration are declaratory.
Not required.
Not applicable.
A group dismissal occurs when an employer of at least 20 employees terminates the employment relationship of at least the following numbers of employees within 30 days, with notice, and for reasons unrelated to work performance:
These thresholds include termination based on mutual agreement if the employer has initiated at least five such terminations.
Small companies (employing fewer than 20 employees) are not subject to the group dismissal procedure, and may proceed without any prior notification or consultation with employee representatives and local authorities.
Not applicable.
For management board members employed under an employment contract, dismissal without notice is only permitted in specified circumstances.
A managing director may be summarily dismissed (i.e. a disciplinary dismissal) if the individual:
Summary dismissal may only be exercised within one month of the employer becoming aware of the reasons for dismissal.
It is also possible for the employer to summarily dismiss a managing director without fault due to long-term absence from work, where:
If there is no valid shareholder resolution, the revocation will be invalid and the court will refuse to register it in the court registry. Where the managing director has a service agreement, he could claim:
For management board members employed under an employment contract if the termination of contract without notice or termination of contract of unfixed duration with notice is unlawful, the managing director may claim reinstatement or compensation.
Reinstatement cannot be claimed for an unlawful termination with notice during a fixed-term or probationary contract.
If the contract is of unfixed duration, compensation of between two weeks’ and three months’ salary (and not less than the managing director’s salary during the notice period) may be awarded.
In an unlawful termination without notice, a managing director may in general only claim compensation of up to three months’ salary. Further entitlements can be claimed on the basis of general civil law rules.
Severance pay may be specified in the managing director’s service agreement (this is usually a large sum).
For a management board member employed under an employment contract, if an employer of more than 20 employees dismisses an individual solely for non-employment-related reasons (e.g. due to a reduction in the workforce or redundancy of a work position), the employer must pay a severance payment equivalent to:
However, severance pay is capped by law at 15 times the national minimum monthly salary. (From January 2020, the cap is PLN 39,000 or EUR 9,138).
Both civil law and employment contracts may include voluntary severance payments.
The managing director, as a member of the management board, is prohibited from doing the following without the approval of the supervisory board (or the shareholders, if the company does not have a supervisory board):
For management board members employed under an employment contract, post-contractual non-competition restrictions are permitted when a managing director has access to confidential information, the disclosure of which could damage the employer. In this case, the parties should enter into a separate post-termination non-competition agreement. This should specify the restricted time period and compensation due to the managing director (which must not be lower than 25% of the managing director’s salary for the duration of the agreement). Compensation may be paid in monthly instalments.
Civil law contracts may provide for competition restrictions. Statutory provisions on minimum compensation do not apply to management board members employed under a civil law contract.
Not applicable.
Not applicable.
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