Running a limited liability company (spółka z o.o.) often comes with organizational changes. One common situation is when a management board decides to resign from their position. Whether for personal, professional, or health-related reasons, such a decision carries important legal and financial implications.

Understanding how to properly submit a board member resignation helps to avoid unnecessary complications for both the individual and the company.

Resignation from multi-membered management board

If the company’s board consists of multiple members, the resignation letter should be submitted to another board member or the company’s proxy. No shareholder resolution or approval is required – the resignation becomes effective once delivered.

It is advised to confirm delivery in writing for record-keeping purposes.

Resignation of the sole management board member

If the company has only one management board member, the process differs. The resignation must be submitted to the shareholder’s meeting. This means calling a shareholder’s meeting and including the resignation notice in the invitation.

The resignation takes effect the day after the shareholders’ meeting, ensuring the company’s operations continue without interruption. However, the company’s articles of association may specify a different effective date or procedure.

Form and delivery of the resignation

While the law does not require a specific format, a written resignation is strongly recommended for evidentiary purposes. The most common delivery methods include:

• registered mail with acknowledgment of receipt,
• hand delivery with written confirmation,
• inclusion of the statement in a shareholders’ meeting protocol.

It is a good practice to indicate the effective date of resignation in the document to allow a smooth handover of responsibilities.

Remember that the company must update its records in KRS within 7 days after the resignation. If assistance is needed, within our accounting services, we can prepare and submit the necessary fillings.

Liability after resignation

A board member can resign at any time, unless restricted by the company’s articles (e.g. notice period requirements). However, resigning suddenly and without valid reason may expose the person to liability for damages if the company suffers losses.

Examples of potential consequences include:

• costs of recruiting a new board member,
• delays in executing business contract,
• expenses related to calling an extraordinary shareholders’ meeting.

To avoid legal risks, it is best to submit the resignation in advance or during a shareholders’ meeting to enable the immediate appointment of a successor.

Resignation and KRS (National Court Register)

After submitting a valid resignation, the company must notify the National Court Register (KRS) of the change in the management board. If the company fails to do this, the former board member may file the update themselves.

Failing to update KRS can cause serious problems. The person may still be listed as an active board member, potentially facing legal or financial liability for actions taken after their resignation.

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Text based on: INFORLEX