«Contract with Oneself»
Contract of mandate with a Management Board Member of a Polish LLC

Contents 

1. Mandate Contract (umowa zlecenia)
2. Optimal Scenarios for Concluding a Mandate Contract with a Shareholder
3. Practical Calculation
4. Income: PIT Calculation and Payment
5. Executing a Mandate Contract with a Board Member: Documents
6. Consequences of Concluding a Fictitious Mandate Contract with an Owner

Are you actively working in your own Polish company and looking for the optimal way to receive remuneration for your work? Standard payment methods aren’t always suitable. Especially if you’re not just a shareholder. Incorrectly formalizing employment relationships with your own company can lead not only to financial losses but also to accusations of violating the law. So how do you find the golden mean and avoid mistakes? Let’s say right away, there isn’t just one solution! For example, many forward-thinking business people in Poland opt for a mandate contract (umowa zlecenia). In this article, we’ll discuss when it’s possible to conclude this type of contract between a shareholder and their own company, how to correctly formalize remuneration, and what other formalities should be taken care of.

In our previous material, we thoroughly analyzed all the pros and cons of an employment contract (umowa o pracę) for a shareholder of a Sp. z o.o. We found out that, despite the obvious advantages (stability, social package, paid leave, and sick leave), such a contract is not always beneficial, especially for sole or majority owners.

Incidentally, a recent Supreme Court ruling (III UZP 8/23) somewhat softened ZUS’s position but did not completely eliminate the problem: an employment contract is lawful only with actual subordination and the presence of specific work tasks that differ from the direct duties of the owner.

What if an umowa o pracę isn’t suitable for you? Perhaps you’re just doing a project for your own company? For such cases, a mandate contract (umowa zlecenia) can be an alternative.

Mandate Contract (umowa zlecenia)

A mandate contract (umowa zlecenia), unlike an employment contract, is regulated by the Civil Code, not the Labour Code. Therefore, such a contract offers a fundamentally different model of cooperation, as there is no “superior-subordinate” hierarchy. Here, the LLC shareholder is a much more independent player. However, one shouldn’t count on standard guarantees (e.g., paid leave or protection against dismissal).

At the same time, the parties gain flexibility in work conditions, including tasks, schedule, and remuneration – all of which can be agreed upon more freely.