This follows from the judgment of the Voivodship Administrative Court in Warsaw of 8 April 2026 (case No III SA/Wa 2554/25). The court confirmed that holding the position of a management board member does not prevent the member from also providing additional services to the company at the same time under a separate civil-law agreement. In particular, this applies to services that go beyond the management of the company’s affairs and its representation, such as sales activities or professional business intermediation.

In the case at hand, a management board member provided the company with services including customer acquisition, consulting and training, on a B2B basis. The Head of the National Revenue Administration (KAS) took the view that these activities should be performed as part of the management function and that entering into a separate agreement resulted in an unwarranted tax benefit. The court did not share this view. It pointed out that holding a management board position is different from providing additional services, such as building a database of potential customers, conducting meetings and holding discussions with customers, preparing sales offers or taking steps aimed at selling additional services.

The judgment confirms that a management board member may enter into an additional civil-law agreement with the company, provided that its subject matter genuinely goes beyond the scope of their managerial duties. Therefore, merely providing additional services to the company they manage and receiving separate remuneration for those services does not automatically constitute a circumvention of the law or tax avoidance.

For tax security purposes, however, it is crucial that the scope of the services is genuinely separate from the management board member’s duties, that the agreement precisely defines the subject matter and manner of performing the services, and that the services are actually performed, properly documented and economically justified.

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