Polish Deal: How to Avoid the 9% Health Insurance Contribution for Board Members?

According to the amendment signed by the President of the Republic of Poland, from January 2022, members of management boards appointed by the company’s articles of association will be subject to a 9% health insurance contribution.

The explanatory note of the Act states that the purpose of the changes is to equalise the rights and obligations of persons subject to compulsory health insurance with those appointed to perform functions under an act of appointment, who receive remuneration on that basis (i.e., members of management boards, audit committees, proxies, and members of examination boards). Including this group in health insurance aims to provide additional funds to the universal health insurance system and to better realise the principle of social solidarity.

Increased costs

Income earned by management board members under relevant resolutions has not previously constituted a basis for social or health insurance contributions. However, under the new regulations, income received for performing duties as a management board member under a resolution will, from 2022 onwards, form the basis for a compulsory 9% health insurance contribution. This contribution cannot be deducted as a tax cost.

This burden will affect both management boards and companies, which will have to adjust the level of current remuneration to the existing salaries of management staff. The necessity of such “compensation” may prove particularly costly for the company, especially regarding better-paid management board members.

A workaround not for everyone

Although the legislator has not provided any exemptions from the health insurance contribution — meaning all management board members appointed by resolution must accept the new burdens coming into effect at the start of the year — there is a way to avoid the obligation. However, this applies exclusively to shareholders of limited liability companies.

Pursuant to Article 176 of the Commercial Companies Code, a company may require a shareholder to perform recurring non-monetary services for remuneration. Such remuneration, although subject to personal income tax (PIT), is not subject to health insurance contributions.

This form of shareholder remuneration should be specified in the company’s articles of association; therefore, unless the contracting shareholders were particularly foresighted, an amendment to the articles will be necessary.