Article 291. Whoever, while taking part in the creation of a company, has contrary to the provisions of law and through his own fault caused damage to the company, shall be liable to make good on the damage.

Article 292. § 1. The member of the management board, liquidator shall be liable to the company for damage inflicted through an action or omission contrary to the law or provisions of the company deed.

§ 2. The member of the management board, liquidator, shall discharge his duties with a degree of diligence proper for the professional nature of his activities and is liable to the company for damage inflicted due to his negligence.

Article 293. Where two or more persons jointly caused the damage referred to in above Articles, they shall be jointly and severally liable for the same.

Article 294. § 1. Where the company has failed to bring action for relief within one year from the disclosure of the injurious act, each shareholder may file a complaint for making good on the damage inflicted upon the company.

§ 2. At the defendant's request, the court may order a security deposit to be provided as a security for the damage the defendant stands to suffer. The court shall determine the amount and kind of the security deposit at its discretion. Failing timely provision of the security deposit, the complaint shall be dismissed.

§ 3. The defendant shall have a prior claim on the security deposit before all other creditors of the plaintiff.

§ 4. Where the action has proved groundless and the plaintiff, in bringing the action, acted in ill faith or committed a gross negligence, the plaintiff shall make good on the damage inflicted upon the defendant.

Article 295. Where an action has been brought by a shareholder pursuant to previous Article and in the event of bankruptcy of the company, those liable to make good on the damage may not invoke the resolution of shareholders whereby they were granted a vote of acceptance confirming the discharge of their duties, or a waiver by the company of its claim for damages.

Article 296. § 1. A claim for relief shall be barred by limitation on elapse of five years.

§2. The above period is calculated from the day on which the company became aw are of the damage and of the person liable to make good the same.

§3. The aforesaid notwithstanding, the claim shall in any event be barred by limitation on elapse of twenty years from the incidence of the injurious event.

§4. If the damage is a result of a crime or minor offense, the claim for relief shall be barred by limitation on elapse of twenty years from the day on which the injurious event occurred.

Article 297. Action for damages against members of company bodies and liquidators shall be brought before the court competent for the seat of the company.

Article 298. § 1. Where execution against the company has proved ineffective, the members of the management board shall be liable jointly and severally for the obligations of the company.

§ 2. A member of the management board may extricate himself from the above liability by showing that a petition for declaration of bankruptcy was filed or arrangement proceedings were instituted in due time, or that the failure to file a petition for declaration of bankruptcy or institute arrangement proceedings was not due to his fault, or that the creditor suffered no damage even though no petition for declaration of bankruptcy was filed or no arrangement proceedings instituted.

§ 3. The provisions of this article shall be without prejudice to those provisions whereby more extensive liability of management board members is enacted.

Article 299. The provisions of the above Articles shall be without prejudice to shareholders' and third parties' right to seek relief on general terms.

Article 300 § 1. Whoever, participating in the creation of a commercial company or partnership or being a member of the management board, or a liquidator thereof, acts to its detriment
- shall be liable to penalty of a deprivation of liberty of up to five years and a fine.

§ 2. Whoever incites the person referred to in paragraph 1 to acting to the detriment of the company or partnership or assists such person in committing the offence shall be liable to the same penalty.

Article 301. Whoever, being a member of the management board of a company or partnership or its liquidator, does not submit an application for the declaration of bankruptcy of a commercial company or partnership in spite of the existence of conditions being, pursuant to the provisions, grounds for bankruptcy of the company or partnership
- shall be liable to a penalty of arrest of up to six months or a fine, or to both penalties cumulatively.

Article 302. § 1. Whoever, when performing the duties specified in the present chapter, announces untrue information, or presents such information to bodies of the company or partnership, State authorities or a person appointed to conduct an audit
- shall be liable to a penalty of imprisonment of up to two months or a fine, or to both penalties cumulatively.

§ 2. Where the perpetrator acts unintentionally - he shall be liable to a penalty of arrest of up to one year or a fine.

Article 303. Whoever, being a member of the management board or liquidator of a commercial company or partnership, allows the company or partnership to acquire its own shares or to create a pledge on them
- shall be liable a penalty of arrest of up to six months or a fine.

Article 304. Whoever, being a member of the management board or liquidator allows the company to issue registered documents, bearer documents or documents to order in respect of shares or rights to profits in the company
- shall be liable to a penalty of arrest of up to six months or a fine, or to both penalties cumulatively.

Article 305. Cases regarding the offences mentioned in articles 300 to 304 shall belong to the competences of district courts.

Article 306. § 1. Whoever, being a member of the management board of a commercial company or partnership, against his duty, allows the management board:
1) not to submit the list of partners or shareholders to the court of registration; 2) not to keep a register of shares pursuant to the provisions of Article 188, paragraph 1; 3) not to convene a shareholders' meeting; 4) to refuse to provide the person appointed for audit with explanations or prevent such person from discharging his duties;
- shall be liable to a fine of up to 10,000 zlotys.

§ 2. Whoever, being a member of the management board, allows the company or partnership to remain without the supervisory board of an appropriate composition, against the law or the deed, for a period longer than three months
- shall be liable to a fine in the same amount.

§ 3. The provisions of the above paragraphs shall apply accordingly to the liquidators.

§ 4. The fine shall be imposed by the registration court under applicable provisions.