Poland's 2026 Penal Code Reforms: What Boards, Executives and Compliance Teams Must Know About White‑collar Criminal Risk

The penal code changes in Poland that took effect on 29 January 2026 represent the most consequential criminal law reform for businesses operating in the country in over a decade. The amendments expand corporate criminal liability mechanisms, introduce modified penalties for key economic offences, strengthen the state’s ability to impose compensation-type measures on legal entities, and heighten the personal criminal exposure of board members and senior officers. Meanwhile, related draft changes to the Code of Criminal Procedure, including a reform act vetoed by the President on 27 March 2026, continue to reshape the evidentiary and pre-trial landscape in ways that every general counsel, compliance officer and CFO needs to understand now.

Executive Summary, Key Takeaways for Boards and Executives

Before diving into the detail of the criminal law reform in Poland, decision-makers should absorb the following high-level conclusions and immediate action items.

• Effective date. The core Penal Code amendments entered into force on 29 January 2026. Companies that have not yet audited their compliance frameworks against the new provisions are already operating at elevated risk.
• Expanded corporate liability. The amendments broaden the tools available to prosecutors for attributing criminal conduct to legal persons, including express powers to order compensation-type measures such as obligations to repair damage or pay redress directly aligned with criminal-law concepts.
• Higher penalty ceilings. Certain economic offences, including aggravated fraud, bribery and money-laundering, carry modified penalty regimes. The earlier 2023 amendments already raised the upper limit of fixed-term imprisonment from 15 to 30 years; the 2026 package builds on that foundation with recalibrated thresholds for white-collar offences.
• Greater executive exposure. Directors, management board members and senior officers face heightened personal criminal liability under provisions that now more precisely define managerial responsibility for organisational failures.
• Procedure in flux. Although the criminal procedure reform act was vetoed by the President on 27 March 2026, key procedural changes, including broadened investigative tools and adjustments to pre-trial detention rules, remain under active legislative discussion and early indications suggest a revised bill will be resubmitted.
• Compliance as mitigation. A well-documented, genuinely effective compliance programme can serve as a mitigating factor at sentencing. Companies that invest now in programme upgrades position themselves for more favourable outcomes in any future enforcement action.
• Immediate board actions. Boards should commission an independent gap analysis, update written compliance policies, refresh anti-bribery and AML training, appoint or re-engage specialist external criminal counsel, and review document retention and privilege protocols within the next 30 days.

The overarching compliance question, “Do our current programmes adequately mitigate the increased exposure created by these penal code changes in Poland?”, should, for most companies, be answered with “not yet.” The sections below translate the legal changes into concrete steps.

What Changed, The Penal Code Amendments That Matter to Business

The 2026 penal code amendments build on the major overhaul package adopted in July 2022 (effective in stages from October 2023 onwards) and extend its logic into the corporate and white-collar domain. Understanding the specific changes is essential for any company assessing its exposure to white-collar crime in Poland.

New and Expanded Offences Relevant to Companies

Several categories of offence have been modified or expanded in ways that directly affect business operations:

• Aggravated commercial fraud. Provisions addressing fraud committed within the context of commercial transactions have been refined, with clearer thresholds for “significant” and “large-scale” damage that trigger higher penalty bands. Industry observers expect prosecutors to use these thresholds more aggressively in procurement and supply-chain fraud cases.
• Bribery and corruption. The amendments tighten the definition of “undue advantage” in both active and passive bribery provisions, reducing the interpretive space that has historically created enforcement gaps. Facilitation payments and third-party intermediary arrangements now carry clearer attribution risk.
• Money laundering. Changes align Polish anti-money-laundering criminal provisions more closely with EU directives, broadening the predicate offence catalogue and lowering the intent threshold in certain self-laundering scenarios.
• Accounting fraud and false statements. Offences relating to false financial reporting and manipulation of accounting records have been updated to reflect modern corporate structures, including provisions that address digital record-keeping and consolidated group reporting.

Changes to Corporate Criminal Liability

Perhaps the most consequential dimension of these penal code amendments for business audiences is the expansion of corporate criminal liability in Poland. The key developments include:

• Compensation-type measures. Courts now have express statutory authority to order legal persons to pay compensation to victims and to fund redress programmes as part of criminal proceedings, bringing the Polish regime closer to models seen in other EU jurisdictions.
• Attribution of conduct. The amendments improve the mechanisms for attributing the criminal acts of individuals, including employees acting within their scope of duties and third-party agents, to the legal entity. The likely practical effect will be that prosecutors find it easier to build cases against companies where systemic failures, rather than individual rogue conduct, are at issue.
• Organisational fault. New language addresses the concept of organisational fault more directly, allowing courts to consider whether the entity maintained adequate supervision, training and compliance infrastructure. This is the statutory foundation for using compliance programmes as a mitigating factor, but also for treating their absence as an aggravating one.

How Criminal Procedure Drafts Interact With the Penal Code Changes in Poland

Substantive penal code amendments do not operate in isolation. The parallel changes to the Code of Criminal Procedure, though currently stalled following the presidential veto of 27 March 2026, shape how investigations are conducted, how evidence is gathered, and what mitigation strategies are available to defendants.

Evidence Gathering and Admissibility

The vetoed procedure reform act contained provisions that would have:

• Broadened electronic surveillance powers for prosecutors investigating economic offences, including expanded access to encrypted communications and corporate server data.
• Relaxed certain admissibility rules for documentary evidence obtained during dawn raids and regulatory inspections, potentially allowing material gathered in administrative proceedings to be used more readily in criminal trials.
• Introduced new cooperation incentives that would reward early self-reporting and voluntary remediation with more formalised leniency pathways, a development that, if ultimately enacted, would fundamentally alter the cost-benefit calculus for companies considering voluntary disclosure.

Even without the vetoed bill, existing procedural tools, combined with the expanded substantive offences, give prosecutors materially greater leverage in white-collar investigations. Companies should not wait for the procedure reform to be re-enacted before updating their evidence management and privilege protocols.

Pre-Trial Measures and Executive Exposure

Pre-trial detention remains a powerful tool in Polish criminal procedure and a significant concern for executives under investigation. The code of criminal procedure changes under discussion would extend the circumstances in which pre-trial detention can be imposed in economic cases, particularly where there is a risk of evidence destruction or coordination among suspects. European standards, as documented by the EU Agency for Fundamental Rights, require that pre-trial detention remain proportionate, but the practical reality for executives is that the threshold for detention in complex economic cases has been trending downward.

The immediate implication is that criminal liability for executives in Poland now carries not only financial and reputational consequences but also a realistic risk of personal liberty restrictions during investigation. Defence strategies must account for this from day one.

Who Is at Risk, Corporate and Personal Exposure Explained

The 2026 amendments do not create a one-size-fits-all risk profile. Exposure varies significantly depending on entity type, governance structure and the role of the individual within the organisation. The following comparison table summarises the key dimensions.

The critical point is that the penal code amendments in Poland now enable prosecutors to pursue both the entity and its officers simultaneously, creating dual-track exposure that must be managed through coordinated, but carefully separated, defence strategies.

Compliance and Governance Playbook, How Companies Should Respond to Penal Code Changes

Compliance is no longer optional insurance, it is an operational necessity and, under the 2026 regime, a potential legal defence. The following playbook provides a prioritised action plan for companies of all sizes operating in or through Poland.

Board Oversight and Reporting Lines

The first priority is governance architecture. Boards and audit/risk committees should take the following steps within the first 30 days:

• Designate criminal risk ownership. Assign a named board member or committee with explicit responsibility for monitoring criminal exposure under the new regime.
• Establish a direct reporting line from the compliance function to the board, bypassing operational management where necessary to ensure independence.
• Commission an independent gap analysis of current compliance programmes against the specific requirements and risk vectors created by the 2026 amendments.
• Review D&O insurance coverage to confirm that it responds to the expanded scope of criminal proceedings and pre-trial measures.

Policies to Update: Anti-Bribery, AML, Internal Investigations

Within 30 to 90 days, companies should update their written policy framework to reflect the new legal environment:

• Anti-bribery and anti-corruption policy. Revise to address the tightened definition of “undue advantage,” clarify the treatment of facilitation payments, and mandate due diligence on intermediaries and agents.
• Anti-money-laundering procedures. Align with the broadened predicate offence catalogue and ensure that suspicious activity reporting thresholds reflect the lower intent standards for self-laundering.
• Internal investigation protocols. Establish clear procedures for when and how internal investigations are triggered, who leads them, how privilege is maintained, and how findings are escalated. This is particularly important given the potential cooperation incentives under discussion in the procedure reform.
• Whistleblower protection. Ensure that reporting channels comply with the EU Whistleblower Directive as implemented in Poland and that reporters are protected against retaliation, a factor prosecutors will weigh when assessing organisational fault.
• Document retention and legal hold. Update retention schedules and implement legal hold protocols that can be activated within hours of learning of an investigation.

Third-Party Due Diligence and Procurement

The expanded attribution mechanisms mean that companies can be held liable for the conduct of agents, consultants and business partners. Over the next three to six months, companies should:

• Implement or refresh risk-based due diligence for all third parties involved in government-facing transactions, procurement, or regulated activities.
• Include compliance representations, audit rights and termination clauses in new and renewed contracts.
• Monitor high-risk relationships through periodic re-screening and transaction sampling.

The following table summarises reporting and remediation responsibilities for different entity types under the new framework:

Executive Defence Playbook, If an Executive Is Investigated

Even the best compliance programme cannot eliminate risk entirely. When an executive receives notice that they are under investigation, or has reason to believe one is imminent, the response in the first hours is critical.

First 48 Hours Checklist

• Retain independent criminal defence counsel immediately. The executive’s personal counsel must be separate from the company’s counsel to avoid conflicts of interest.
• Preserve privilege. Do not make any oral or written statements to prosecutors, regulators, or even internal colleagues without counsel’s guidance. Mark all communications with counsel as privileged and confidential.
• Activate legal hold. Ensure that all potentially relevant documents, electronic files and communications are preserved. Destruction of evidence, even inadvertent, can constitute a separate offence.
• Limit internal disclosures. Restrict information about the investigation to those with a strict need-to-know. Unauthorised internal disclosure can compromise both the individual’s defence and the company’s position.
• Assess pre-trial detention risk. Counsel should immediately evaluate whether the circumstances create a realistic risk of detention and, if so, prepare arguments and materials for a bail or release hearing.

Ongoing Litigation and Reputational Playbook

Beyond the initial response, executives and their advisers should coordinate across three tracks:

• Legal track. Develop a comprehensive defence strategy that accounts for both the substantive penal code changes and the procedural environment. Identify potential cooperation benefits and assess them against the risks of self-incrimination.
• Reputational track. Engage specialist crisis communications advisers to manage media exposure, protect personal reputation and coordinate public statements with legal strategy.
• HR and corporate track. Clarify the executive’s employment status, D&O insurance entitlements and cooperation obligations under their service agreement, ideally through counsel-to-counsel communication to maintain privilege.

Case Examples and Plausible Scenarios

Two illustrative scenarios demonstrate how the 2026 reforms translate into real-world corporate exposure:

Scenario 1, Procurement fraud in a public infrastructure project. A Polish subsidiary of a multinational engineering firm discovers that its local procurement director has been steering contracts to a related-party supplier in exchange for kickbacks. Under the expanded attribution rules, prosecutors investigate not only the individual but the subsidiary itself, arguing organisational fault based on the absence of effective procurement controls and the failure of senior management to act on internal audit warnings. The parent company faces scrutiny for inadequate group-level compliance oversight. The company’s defence rests heavily on demonstrating that it had a documented compliance programme, but its effectiveness is challenged because training records are incomplete and the last policy update preceded the 2026 amendments.

Scenario 2, Internal accounting manipulation at a mid-cap listed company. The CFO of a Warsaw-listed company directs the finance team to reclassify certain expenses to meet quarterly earnings targets. When the manipulation is discovered during an external audit, the CFO faces personal criminal liability under the updated accounting fraud provisions. The company itself is exposed to compensation-type measures ordered by the court. The board’s failure to establish an independent audit committee reporting line becomes a central issue in assessing organisational fault.

Timeline and Action Checklist

The following timeline maps the key legislative milestones against the corporate actions that should already be underway:

Companies that complete the compliance and governance playbook outlined above within the first 90 days of the amendments’ effective date will be materially better positioned to defend against enforcement actions and to demonstrate good faith if proceedings arise.

Looking Ahead, Why the Penal Code Changes in Poland Demand Action Now

The 2026 criminal law reform in Poland is not a distant legislative prospect, it is already in force, and enforcement actions under the new framework are expected to follow in the coming quarters. For boards, executives and compliance teams, the window for proactive preparation is narrowing. Companies operating in or through Poland that have not yet audited their compliance programmes against the penal code changes, updated their internal investigation protocols, refreshed board oversight structures and engaged specialist counsel are operating at materially elevated risk.

The penal code changes in Poland reward preparedness and punish complacency. A documented, effective compliance programme is no longer merely good governance, it is a statutory mitigating factor that can influence the outcome of criminal proceedings. Conversely, the absence of such a programme is now an established aggravating consideration. Early engagement with experienced criminal law practitioners, whether for a preventive audit, a rapid-response retainer or an active defence, is the single most valuable step a company can take. For readers seeking deeper context on corporate criminal liability in Poland and the regulatory environment for businesses, additional resources are available on Global Law Experts’ Poland regulatory analysis pages.

This article provides general guidance on the 2026 Penal Code amendments in Poland and does not constitute legal advice. Companies and individuals should seek qualified legal counsel for advice tailored to their specific circumstances. Last reviewed: 14 May 2026.

Sources

1. Legislacja.rcl.gov.pl, Polish Official Legislation Portal
2. UNODC, Polish Criminal Code (Translated PDF)
3. Criminal Law Poland, Recent Amendments to Polish Criminal Code
4. CMS Legal, Changes Concerning Criminal Corporate Liability in Poland
5. Dudkowiak & Putyra, What Will Change in the Polish Law in 2026?
6. University of Lodz / Acta Universitatis Lodziensis, Penal Measures in the Light of the Amendment
7. European Union Agency for Fundamental Rights, Criminal Detention Standards