Publication date: January 20, 2026
In the Polish legal system, competition protection regulations, particularly the Act of 16 February 2007 on Competition and Consumer Protection provide for the possibility of imposing financial penalties not only on enterprises but, since the amendment to the 2015 Act, also on individuals managing enterprises. In recent years (in fact, such a sanction was first applied in 2020), the President of the Office of Competition and Consumer Protection (UOKiK) has been increasingly using this mechanism. This article will discuss key legal provisions concerning the liability of managers and the practices of administrative bodies in imposing sanctions.
Legal basis
The legal basis for imposing financial penalties on business managers is Article 106a of the Act on Competition and Consumer Protection. This regulation allows for the imposition of a financial penalty on a manager in the event of an enterprise deliberately allowing a violation of the prohibition on anticompetitive agreements. This penalty is administrative in nature, but the Act sets a maximum limit of PLN 2 million or PLN 5 million for financial institutions. The President of the Office of Competition and Consumer Protection, when determining the amount of the penalty, takes into account the degree of influence of the manager’s behavior and the revenue they generated, allowing for appropriate adjustments to the specific circumstances of the case.
To date, fines imposed on managers have typically not reached the maximum amount of PLN 2 million. The highest fines to date have involved cases involving cartels in the automotive market, such as a PLN 495,000 fine for a manager’s participation in price collusion[1]. In practice, the amount of the fine depends on factors such as the intent of the act and the impact of the violation, and the sanctions vary, taking into account the specific circumstances of the violations and the degree of intent of the managers’ actions.
The regulations also allow for the possibility of imposing a fine on a manager who intentionally violates the anti-competitive prohibition. This rule complements Article 6a of the Act, which specifies the principles of liability of individuals for the anti-competitive activities of their enterprises. There is the convergence of the prerequisites for liability and the conditions for imposing a fine, such as intentionality and permitting the violation. The procedure for imposing a fine on an individual is closely linked to the simultaneous punishment of the entrepreneur – without sanctions for the enterprise, the manager cannot be punished.
Imposing such a penalty on a manager is only possible if the company is also penalized for the same violation in the decision. However, if a manager has already been penalized as an entrepreneur, they cannot be penalized again for the same offense. The regulations also provide for the possibility of immunity from liability for managers who cooperate with competition authorities under a leniency program. To benefit from such immunity, the person must actively support the proceedings and submit an appropriate application before the President of the Office of Competition and Consumer Protection (UOKiK) notifies them of the initiation of proceedings.
In the case of an application for leniency submitted to the competition authority of another EU Member State, the President of the UOKiK may request from that authority the information needed to confirm that the conditions for exemption from the penalty are met.
Definition of a manager
Under the Competition and Consumer Protection Act, a manager includes not only members of the management board of an enterprise but also other individuals who have a real influence on economic decision-making. The formal definition of “manager” contained in Article 4, Section 3a of the Competition and Consumer Protection Act refers to a person who manages an enterprise, which includes, in particular, individuals who hold managerial positions or are members of the enterprise’s management body. This means that the Act does not directly list all possible roles, but rather formulates it more flexibly, using the phrase “in particular”, meaning that the list of managers is open-ended. This formulation paves the way for the interpretation that liability may also apply to other individuals who de facto manage the enterprise, although they are not necessarily formally members of the management board.
The Act, therefore, does not limit the definition to management board members, but rather refers to those managing the company. This means that other individuals performing important decision-making functions, such as directors, chief accountants, procurators, or supervisors, may be considered managers. In practice, such individuals have a real influence on the company’s operations, and their actions may constitute grounds for liability, even if they do not formally serve on the management board. The judgment of the Court of Competition and Consumer Protection of April 18, 2019 (XVII AmA 7/17) (Judgment of the Court of Competition and Consumer Protection in Warsaw of April 18, 2019, XVII AmA 7/17, LEX No. 2669187) indirectly indicates the potential liability of individuals managing an enterprise or having a real influence on its decisions due to the manner in which the disclosure obligations imposed on entrepreneurs are handled. In the justification of the judgment, the Court emphasizes that the enterprise – represented by the management board or persons with decision-making powers – is obligated to provide information at the request of the President of the Office of Competition and Consumer Protection. Although the requests are formally addressed to the company, failure to comply depends on the actions or omissions of the individuals managing the enterprise. The Court notes that an entrepreneur, including its management board, is obligated to timely provide the requested documents, and failure to comply with this obligation leads to the imposition of sanctions.
In a situation where natural persons who are formally or actually responsible for managing an enterprise fail to fulfil such obligations, then based on a broad interpretation of the provisions of the Act on Competition and Consumer Protection (Article 106a of the Act), the President of the Office of Competition and Consumer Protection may also hold these persons liable. Although the judgment concerns the liability of the company as an entity, individuals with a real influence on the company’s operations, such as board members, directors, or procurators, may be held liable if their actions or omissions lead to a breach of obligations imposed on the company. The judgment indicates that reporting obligations arise from statutory provisions, and failure to comply with them—even indirectly, by decision-makers—may lead to sanctions.
Types of violations
Violations that may result in a fine for a manager are closely related to the prohibition of anticompetitive practices set forth in Articles 6 and 9 of the Competition and Consumer Protection Act. Article 6 of the Competition and Consumer Protection Act prohibits restrictive agreements, such as price fixing, market or customer allocation agreements, or limiting market access. Article 9 of the Competition and Consumer Protection Act prohibits the abuse of a dominant position by enterprises, which may manifest itself through unfair price increases, production restrictions, or discrimination against contractors.
In practice, the most frequently punished offenses are price fixing and the setting of minimum selling prices, which restrict market competition. Managers who directly influenced such practices or, through their inaction, tolerated such actions may be subject to financial penalties. A key element of these cases is demonstrating that the violation was intentional—that the manager knowingly initiated or tolerated the anticompetitive practice while being aware of its negative impact on the market.
Financial sanctions
As previously mentioned, the maximum fine that can be imposed on a manager is PLN 2 million. Importantly, the fine is determined proportionally to the scale of the violation and the manager’s individual responsibility. The authority assesses both mitigating circumstances, such as cooperation with the Office of Competition and Consumer Protection (UOKiK) under leniency programs, and aggravating circumstances, such as long-term participation in anti-competitive practices.
Leniency programs
The Competition and Consumer Protection Act also provides for the possibility of benefiting from a leniency program, which allows individuals and businesses to receive a more lenient penalty in exchange for voluntarily reporting a violation and cooperating with antitrust authorities. Pursuant to Article 113 of the Competition and Consumer Protection Act, the first business or individual to notify the Office of Competition and Consumer Protection (UOKiK) of the existence of a cartel or other anti-competitive agreement may receive a partial or complete waiver of the penalty. However, this is conditional upon providing complete information and evidence that will enable the authority to conduct an effective investigation.
For individuals, participating in a leniency program can be particularly beneficial, as if they become aware of violations and voluntarily report them, they can avoid very high fines. In practice, this means that managers who cooperate with authorities in a timely manner can significantly mitigate their potential financial consequences.
Administrative liability and civil liability
Fines imposed by the President of the Office of Competition and Consumer Protection (UOKiK) are administrative in nature, meaning they are not strictly criminal sanctions. However, in some cases, a manager’s actions may also lead to civil liability. An example would be a situation in which a competing enterprise has suffered losses due to anti-competitive conduct and decides to pursue compensation in a civil court. Under Article 415 of the Civil Code, a manager who committed an infringement may be obligated to compensate for the harm caused by anti-competitive conduct. In turn, injured enterprises may also pursue compensation under private enforcement, which allows for the possibility of pursuing civil claims for competition law violations.
Contractual action – a key element of responsibility
In the context of managerial liability, a key element is demonstrating intent. Pursuant to Article 106a, Section 1 of the Act on Competition and Consumer Protection, a fine may be imposed on a managerial person only if the violation of competition law was intentional. In practice, this means that the President of the Office of Competition and Consumer Protection must prove that the person knowingly caused the violation or failed to take appropriate measures to avoid it. Administrative liability in this case requires precise documentation that the manager was aware of the illegal practices and knowingly made decisions leading to the violation.
Summary
Modern competition law clearly extends liability for anticompetitive practices to corporate managers. Article 106a of the Competition and Consumer Protection Act provides the President of the Office of Competition and Consumer Protection with the tools to impose severe financial penalties on individuals who had a real impact on decisions leading to a violation of competition rules. These sanctions are intended to increase the effectiveness of competition protection by deterring managers from engaging in practices that restrict the free market. At the same time, the availability of leniency programs, such as leniency programs, encourages cooperation with antitrust authorities, which can benefit both individuals and businesses.
[1]https://decyzje.uokik.gov.pl