Corporate Criminal Liability in Poland: Current Practice & Proposed Reforms

Corporate criminal liability in Poland refers to holding a company or other “collective entity” legally responsible for certain offences connected with its operations. Poland has a dedicated statute on this topic (commonly referred to as the Act on the liability of collective entities). Although the framework has existed for many years, its practical use has historically been limited compared to individual white-collar prosecutions. That is why the topic keeps returning in legislative work: the goal has been to make corporate enforcement more effective, while also clarifying procedures and sanctions.

This article explains how corporate liability works under the current Polish model, what enforcement looks like in practice, and what changes have been proposed in recent reform initiatives. It also addresses cross-border implications, including situations where individual proceedings connected with a corporate case may escalate into tools such as the European Arrest Warrant (EAW).

The Current Model: “Liability of Collective Entities” in Poland

Polish corporate criminal liability is regulated by a special statute (the Act of 28 October 2002 on the liability of collective entities for acts prohibited under penalty). The model is generally described as derivative, meaning that a company’s liability is linked to an offence committed by a natural person connected with the entity (for example: a management board member, director, proxy, key employee or other representative), acting:

• in the name or on behalf of the company,
• within the scope of authorisation or duties,
• in the interest of the company (including where the entity benefited or could have benefited),
• in circumstances showing organisational fault or tolerance (depending on the factual pattern and the statutory conditions).

Key practical barrier: the “prior decision” requirement

A major reason corporate liability has been used relatively rarely is that, in the classic model, proceedings against the entity were typically tied to a prior final outcome in the individual case (most commonly a final conviction, but in practice also other final decisions specified by the statute). Because white-collar cases can take years, this dependency has often delayed or discouraged corporate indictments.

What Sanctions Can Be Imposed on a Company?

If corporate liability is established, courts may impose sanctions and measures such as:

• Financial penalties (within statutory limits),
• Forfeiture of proceeds or assets linked to the offence,
• Activity bans (e.g., restrictions on certain business activities, public procurement participation, or use of public support),
• Publication of the judgment (reputational impact),
• Compensation-type measures (where applicable under the statute and court practice).

Even when corporate prosecutions are not frequent, the risk of preventive measures (asset security, operational disruption) and the reputational consequences can be significant.

What Enforcement Looks Like in Practice

In many investigations, Polish prosecutors focus first on individual liability (management and employees), while the corporate track is started later or not at all. Typical scenarios where corporate liability becomes more realistic include:

• cases involving systemic bribery or repeated irregularities,
• serious tax / fiscal allegations with organisational patterns,
• large-scale fraud schemes using corporate structures,
• AML-related failures combined with suspicious transaction flows,
• cases where prosecutors believe the company benefited or tolerated wrongdoing.

Evidence in corporate cases is typically document-heavy: internal approvals, compliance records, audit trails, email chains, accounting data, payment flows, and governance documentation (who decided, who approved, who supervised).

“Planned Changes”: What Reform Efforts Have Targeted

Polish reform work on corporate liability has had two recurring directions:

• Broader overhaul concepts discussed in earlier years (often aimed at making corporate liability more “independent” and easier to apply, with greater emphasis on organisational fault and compliance standards).
• Targeted procedural amendments designed to unblock practice and add clearer tools for courts and prosecutors.

Importantly, the legislative landscape has evolved through multiple drafts and initiatives. As of recent government work submitted to Parliament, the most visible direction has been practical procedural strengthening rather than an immediate full replacement of the system.

Proposed Amendments in Recent Government Work: Practical, Procedural Tools – 26.01

A recent government proposal submitted as a deregulatory package (covering, among other areas, the collective entities act) has focused on measures that can make the system more usable in practice. Key elements include:

• Express ability to order compensation-type measures (obligation to repair damage or pay redress), aligned with criminal-law concepts applied “appropriately” to collective entities.
• Clearer limitation rules (time limits after which penalties / measures cannot be imposed or executed).
• Earlier asset security: the ability to seek court-ordered security on the company’s assets even before formal commencement of the corporate proceedings, to protect future enforcement (fine / forfeiture / compensation).
• Negotiated resolution mechanism (a settlement-type procedure): the prosecutor may ask the court to issue a judgment against the entity and impose agreed sanctions / measures if circumstances do not raise doubts, with safeguards for the victim and requirements for proper corporate authorisation.

These changes aim to address a key weakness of the current model: corporate cases can become “stuck” behind long individual proceedings. A negotiated / court-reviewed pathway may allow the entity to resolve exposure in a controlled manner in appropriate cases, while still preserving judicial oversight.

What This Means for Management and Shareholders

Corporate liability does not replace individual liability – it often runs in parallel. In practice, corporate exposure increases the pressure on management because:

• governance and supervision failures can become central evidence in both the individual and corporate track,
• asset security measures may affect payroll, operations and financing,
• settlement decisions may require formal corporate approvals and careful risk allocation,
• reputational harm can be immediate (even before a final judgment).

For boards and investors, a key question is whether the company can show a defensible organisational model: decision paths, controls, documented oversight, and prompt response to red flags.

Compliance as a Defence Asset (and a Risk Filter)

In corporate-liability cases, authorities and courts increasingly look at whether the company had real controls or only “paper compliance.” Strong defence materials commonly include:

• risk assessments and internal audits,
• anti-corruption, gifts & hospitality rules, third-party due diligence,
• AML procedures and escalation pathways,
• tax governance, accounting controls and approval matrices,
• whistleblowing channels and investigation protocols,
• training records, disciplinary measures and remediation actions.

Even where wrongdoing occurred, credible compliance and remediation can help demonstrate that the offence was not attributable to the entity in the manner required by law, or can support mitigation arguments when sanctions are assessed.

Cross-Border Dimension and the European Arrest Warrant (EAW)

Corporate cases are often international: foreign management, cross-border payments, group structures, and evidence located abroad. A company itself cannot be the subject of a European Arrest Warrant, because the EAW applies to natural persons. However, corporate investigations frequently create personal cross-border risks for executives and key decision-makers.

If suspected individuals are located in another EU Member State and authorities believe surrender is necessary to conduct prosecution or enforce a custodial sentence (particularly in serious economic crime matters or where there is a real avoidance risk), Polish prosecutors may seek an EAW. In Poland, an EAW is issued by a court, typically upon a prosecutor’s request. Therefore, corporate investigations may indirectly lead to EAW exposure for individuals connected with the company.

FAQs

Can a company be “criminally liable” in Poland?

Yes. Polish law provides a dedicated regime for liability of collective entities for certain offences linked to the entity’s operations, subject to statutory conditions and a proven connection to a natural person’s offence.

Why are corporate liability cases relatively rare in Poland?

Historically, the model’s dependence on the outcome of the individual case (and the complexity of proving statutory conditions for corporate attribution) made corporate proceedings slower and less common than individual prosecutions.

What reforms are being discussed in Poland?

Reform work has included both broader overhaul concepts and more targeted procedural amendments. Recent government proposals have focused on practical tools such as earlier asset security, clearer limitation rules, compensation-type measures, and a negotiated court-reviewed pathway for resolving corporate cases in appropriate circumstances.

Can compliance prevent corporate liability?

Compliance cannot guarantee immunity, but a genuine, well-documented compliance system can significantly reduce risk and can be critical in challenging attribution and in mitigating sanctions.

Can corporate cases lead to an EAW?

Companies cannot be subject to an EAW, but executives or other individuals suspected of serious offences connected to corporate wrongdoing may face EAW exposure if they are located in another EU country.

Quick Checklist for Companies and Management

• Map your exposure: identify key risk areas (fraud, corruption, tax / fiscal, AML, insolvency-related risks).
• Document governance: who approves what, and how supervision works in practice.
• Test compliance “in reality”: training, monitoring, escalation, internal investigations, remediation.
• Prepare for asset-security risk: understand financial dependencies and contingency planning.
• Plan cross-border strategy: evidence abroad, foreign management, travel risk for key individuals (EAW context).
• Engage specialised counsel early – before issues escalate into parallel criminal / tax / regulatory tracks.

Disclaimer & When to Seek Legal Help

Corporate criminal liability in Poland is a technical and evolving area, influenced by legislative initiatives, court practice and enforcement trends. This article provides general information only and does not constitute legal advice. If your company or its management is exposed to criminal, tax or regulatory investigations in Poland, consult a qualified Polish criminal defence lawyer with experience in corporate and white-collar matters as early as possible.

For expert legal representation in Poland, you may contact Attorney Maciej Zaborowski, a recognized criminal defence lawyer and partner at KKZ Law Firm, specialising in corporate criminal liability, white-collar crime and cross-border proceedings (including extradition and European Arrest Warrant matters). The firm offers English-speaking legal support and extensive cross-border experience. Additional resources and legal assistance are available through:

• KKZ – Kancelaria Kopeć Zaborowski
• CriminalLawPoland.com
• LawyersinPoland.com