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special report · labour law and B2B contracts · july 2026

The End of Employment Disguised as B2B

Poland's National Labour Inspectorate has been handed the power it spent years asking for. The Polish contractor model has just lost its most important shield: time.

The thesis: from 8 July 2026 a labour inspector can convert a sham B2B contract into an employment contract by administrative decision, with no court and no years of waiting. The law has not changed; its enforceability has. The bill for “fictitious self-employment” has stopped being theoretical, and the companies that treat the next twelve months as a repair window will pay the least of it.

reading time: calculating… legal status as of: 17 July 2026 format: analytical report
contents
  1. 01Executive summary
  2. 02What changes
  3. 03The employment test
  4. 04Who is exposed
  5. 05Scenario: two companies
  6. 06Consequences and costs
  7. 07What to do
  8. 08FAQ
  9. 09Sources and methodology
01

Executive summary: seven takeaways to bring to the board

Act of 11 March 2026 amending the Act on the National Labour Inspectorate and certain other acts, Journal of Laws 2026, item 473. Took effect three months after promulgation.
8 Jul 2026
the Inspectorate's new powers take effect
Before the amendment: PLN 1,000 to 30,000. After: PLN 2,000 to 60,000, and for a repeat offence within 2 years: PLN 3,000 to 90,000.
60,000 PLN
maximum fine, twice the previous ceiling
Voluntarily concluding an employment contract within 12 months of the act taking effect removes liability for the offence under art. 281 § 1 pt 1 of the Labour Code. It does not erase contributions, taxes or employee claims.
8 Jul 2027
the amnesty window for voluntary conversions closes
An appeal against the district labour inspector's decision goes to the labour court, filed through the inspector. The court is to hear the case within 30 days. Filing the appeal suspends the decision's enforceability.
30 days
deadline for an appeal to the labour court
An estimate cited in the debate over the reform: around 160,000 entities affected by so-called fictitious self-employment. An approximate figure, to be verified against official statistics.
160k
estimated scale of fictitious self-employment
The fee for a request for an individual interpretation from the Chief Labour Inspector. Issued within 30 days. The interpretation binds the Inspectorate's bodies and protects against sanctions, provided the description matches actual practice.
40 PLN
cost of an individual interpretation from the Chief Labour Inspector
  1. The tool changed, not the rule. The ban on replacing employment contracts with civil-law contracts has been in the Labour Code for over two decades. Until 8 July 2026 an inspector who found a sham contract had to sue in the labour court and wait for years. Now the district labour inspector establishes the existence of an employment relationship by administrative decision.[1]
  2. The procedure has two stages, and the first stage is a chance, not a verdict. First comes an order to remedy the violations with a deadline for repair; only if it is not carried out does a decision follow. A company that treats the order as a call to action walks out of the inspection without sanctions.[2]
  3. Practice counts, not paper. What is assessed is how the work is actually performed: who gives instructions, who sets the schedule, whose equipment the contractor uses and at whose risk. Contract clauses and declarations of a “conscious choice of B2B” do not settle the matter.[3]
  4. The amnesty is the cheapest repair path, but it is not absolution. Twelve months for a voluntary conversion protects against the fine, not against back contributions, taxes and claims for leave or overtime. The window closes on 8 July 2027.[4]
  5. Inspections will be targeted by data, not by chance. Information sharing between the Labour Inspectorate, the social insurance institution ZUS and the tax administration KAS, together with remote inspections, means an inspector may know a company's risk profile before showing up at the office or calling for electronic records.[5]
  6. Sanctions have been doubled and pushed close to automatic. A fine of up to PLN 60,000 per person affected, up to PLN 90,000 for repeat offences, on-the-spot fines from the inspector up to PLN 5,000. Once a decision establishing an employment relationship is issued, the Inspectorate itself says the fine will follow almost automatically.[6]
  7. The Chief Labour Inspector's individual interpretation is a new shield, but it only works on the truth. For PLN 40 and within 30 days you can obtain a position that binds the Inspectorate's bodies. If reality differs from the description in the request, the protection vanishes exactly when it is needed most.[7]
02

What changes: an inspector with a decision instead of a lawsuit

The previous model of labour-law enforcement rested on a simple asymmetry: the inspector identified the violation, but whether a B2B contract was in substance an employment relationship was for a court to decide. Proceedings dragged on for years; the risk was deferred and diluted. The amendment of 11 March 2026 removes that asymmetry.[8]

Under the new rules, a labour inspector who finds during an inspection that the legal relationship between the parties is dominated by the features of an employment relationship follows a set sequence:

  1. An order to remedy the violations. Before issuing it, the inspector must hear both parties. The order sets a deadline for concluding an employment contract, or for reshaping the terms and performance of the civil-law contract so as to remove the features characteristic of employment. If the parties carry out the order and the inspector assesses the result positively, the proceedings end.[2]
  2. An administrative decision or a lawsuit. If the order is not carried out, the inspector applies to the district labour inspector to open administrative proceedings. The district inspector can issue a decision establishing the existence of an employment relationship, specifying the type of contract, the place and working time and the remuneration, or can file a lawsuit in court, in particular where the employment relationship needs to be established retroactively.[9]

The decision takes legal effect from the day it is issued, across labour law, taxes and social insurance. Both parties may appeal to the labour court within one month, filing through the district inspector. Filing the appeal suspends the decision's enforceability until a final ruling, and the court is to hear the case within 30 days. For the duration of the dispute the court may grant interim protection, applying labour-law rules to notice and termination. The act also introduces a ban on treating the person covered by the decision unfavourably.[10]

A law enforced in months rather than years stops being a suggestion.

Timeline: from draft bill to inspectors' decisions

The reform had a turbulent legislative path: from publication of the draft, through public criticism of its premises by the prime minister, to the president's signature accompanied by a referral of the act to the Constitutional Tribunal for ex-post review. The referral does not suspend the rules.[11]

Fig. 1. Key dates of the Labour Inspectorate reform. Source: own compilation based on references [2], [8], [11].

Beyond the decision: the inspection toolkit

The administrative decision is the loudest change, but not the only one. The act expands the Inspectorate's control infrastructure in a way that changes the economics of detection:

  • Remote inspections. An inspector can carry out inspection activities remotely, with online transmission, and demand records in electronic form.[5]
  • Data sharing between the Inspectorate, ZUS and KAS. The authorities share data on employment, contributions and taxes for risk analysis. Targeted inspections are to be planned on the basis of joint analyses, which in practice means companies are selected algorithmically.[5]
  • Individual interpretations from the Chief Labour Inspector. A pattern familiar from tax interpretations: the entity describes its cooperation model, the Chief Labour Inspector assesses whether it is an employment relationship. The interpretation binds the Inspectorate's bodies and protects against sanctions to the extent the applicant follows it.[7]
  • Re-inspections. The Inspectorate announces it will verify compliance with decisions, with an obligation to report on their implementation on pain of further consequences.[6]

Inspections are, as a rule, unannounced, and the employer will not learn what triggered them. The trigger may be a request from the contractor themselves, who believes they should legally have an employment contract, but equally the result of risk analysis on ZUS and KAS data.

The inspector examines the real working model: how time and place of work are organised, how instructions are given, tools, substitution, settlement. On finding irregularities, the inspector issues an order with a deadline. Carrying out the order, by concluding an employment contract or genuinely correcting the cooperation model, closes the case without sanctions. Failing to carry it out opens the path to an administrative decision.

The inspected entity must inform the Inspectorate in writing that the decision has been implemented, within the deadlines it sets. The Inspectorate announces re-inspections.

The president signed the act on 2 April 2026, simultaneously referring it to the Constitutional Tribunal for ex-post review. The doubts concerned, among other things, the breadth of the Inspectorate's powers and social dialogue. Ex-post review does not suspend the act: the rules apply, and a future Tribunal ruling may modify them.

Giving the Inspectorate the power to convert contracts was one of the milestones of Poland's National Recovery Plan, on which the disbursement of EU funds depends, which explains the government's political determination despite its earlier criticism of the draft.

The district labour inspector's decision determines the basic elements of the employment relationship: the type of contract, the place of work, working time and remuneration. As a rule the employment relationship arises on the day the decision is issued, that is, it operates prospectively.

Establishing an employment relationship retroactively remains the domain of the court, to which the inspector can file a lawsuit. Draft versions of the act contained presumption mechanisms favourable to the employee where records are missing (indefinite term, full time); we flag the final shape of these solutions in the enacted text as an element to verify in any specific case.

03

Context: the employment test the inspector will now run for you

The reform does not introduce a new definition of employment. It enforces the definition that has been in art. 22 § 1 of the Labour Code since 2002. An employment contract is not the name on a document but a set of features of how the cooperation actually works.

An employment relationship exists where four elements occur together:

  1. Personal performance of work. The service is tied to a person, not to a result. The contractor cannot freely send a substitute or a subcontractor.
  2. Managerial subordination. The principal gives day-to-day instructions, approves leave and time off, evaluates the work, and there is a superior in the structure.
  3. A designated place and time. Fixed hours, presence in the office or at a workstation, a schedule set by the principal, working-time records.
  4. Remuneration without business risk. A fixed monthly amount regardless of the result, tools and premises provided by the principal, zero exposure of the contractor to defective performance.

Properly concluded civil-law contracts remain legal, and the ministry itself stresses they are not the target of the reform. The sole target is the situation in which a civil-law label masks an employment reality.[1]

Looks like employment

  • one client for years, with no gaps between contracts,
  • fixed hours and approved “leave” (20 or 26 days),
  • instructions from a superior, presence at team meetings,
  • company equipment, a desk, an e-mail address and signature in the company domain,
  • invoices issued cyclically, in sync with staff payroll,
  • a ban on working with other clients,
  • remuneration independent of results, no liability for defective code or work.

Looks like genuine B2B

  • billing for results, milestones or accepted deliverables,
  • own tools, licences and place of work,
  • freedom to organise the time and place of performance,
  • the right to substitution or subcontracting,
  • several clients, or a real ability to win them,
  • business risk: warranties, contractual penalties, an obligation to fix defects at own cost,
  • no benefits package identical to an employee's.

The boundary is not new, but until recently crossing it was a cheap risk. The enforcement mechanism moved at the pace of the courts, and the cost of losing was spread over years. After 8 July 2026 the same boundary is policed by a procedure that closes in weeks, and by a data system that flags suspicious patterns automatically. The question “does our B2B look like employment” has stopped being a question for a lawyer at leisure and has become a question about the company's operational readiness.

An important distinction. A single feature, for example private medical cover in the cooperation package, does not determine an employment relationship. The totality of circumstances decides. The problem begins where the contract has “leave”, a superior's approval for time off, and attendance-based settlement like a staff member.[3]
04

Who is most exposed: a risk map

The risk is not evenly distributed. It grows where the contractor is embedded in the company's organisational structure exactly like an employee, and the difference comes down to a form in the HR department.

The debate over the reform cited a government estimate of around 160,000 entities affected by fictitious self-employment. The figure is approximate and we flag it as requiring verification against official statistics, but it captures well the scale of the phenomenon the legislator wants to eliminate.[12]

Fig. 2. Exposure to contracts being reclassified as employment, editorial scale 0-10. This is an analytical assessment based on how widespread employment-like cooperation models are, not official statistics.

Patterns that raise the risk profile regardless of industry

  • Multi-year contracts without breaks, patterned on staff employment, often with the same scope of duties as the same person's previous employment contract.
  • Mono-client rosters: many contractors invoicing exclusively one company, especially over years.
  • Payroll synchronisation: an invoicing and payment schedule replicating the staff pay cycle.
  • Employment-to-B2B conversions with no change in reality: the same person, the same desk, the same tasks, a different form on paper.
  • Industries with contract-based models for regulated professions, for example doctors working exclusively for a single institution, which medical organisations flagged in the consultations on the draft.[13]

IT and software houses remain the symbolic centre of the phenomenon, because that is where B2B grew into the default form of engagement for senior staff. But high hourly rates are no shield: what decides is subordination, not the level of remuneration. A developer working in a team under a team leader's direction, on the company's hours and equipment, with “leave” approved in the HR system, meets the art. 22 test regardless of whether they invoice PLN 80 or 200 per hour.

05

Scenario: two companies, the same inspection, two different bills

Imagine two technology companies of twenty people each, ten of whom work on B2B contracts in a model indistinguishable from employment. In January 2026, as the bill returns to the Sejm, both know the same things. They make opposite decisions.

strategy a

The company that cleaned up early

  • Months 1-2: an audit of all contracts against the art. 22 test. Result: 7 contracts in the risk zone, 3 genuinely independent.
  • Months 3-4: conversations and conversion: 5 people move to employment contracts, 2 contracts get a genuine rebuild (billing for results, own tools, multiple clients).
  • Month 5: documentation of the cooperation model, a request for a Chief Labour Inspector interpretation for the hybrid model.
  • One-off cost: legal support and management time. Ongoing cost: higher employment overheads, partly neutralised by renegotiated rates.
strategy b

The company that waited for the Tribunal

  • Months 1-6: “let's wait until it becomes clear”. The act takes effect on 8 July 2026.
  • Month 7: an unannounced Labour Inspectorate inspection after a contractor's complaint. An order with a 30-day deadline.
  • Months 8-9: tense conversations with contractors in the shadow of the deadline. Some refuse employment on the existing net terms. The order is not carried out in time.
  • Month 10: district labour inspector decisions for 5 people, fines, appeals to court, legal support in emergency mode. A re-inspection in the calendar.
The difference between strategy A and B is not the cost of employment. It is the cost of panic.

The model below compares the cumulative cost of both paths over a 24-month horizon for ten contractors. The key observation: the daily cost of the cooperation is similar in both variants, because the gap between a B2B invoice and the employer's cost of employment tends to be smaller than public opinion suggests. The divergence comes from one-off events: fines, arrears, interest and the cost of the dispute.

Fig. 3. An illustrative model. Assumptions: 10 contractors, monthly cooperation cost of PLN 180k in both variants (B2B invoices totalling PLN 180k net, or the equivalent employer cost after renegotiation); company A: PLN 60k in one-off adjustment costs in month 2; company B: conversion in month 10, fines totalling PLN 300k, arrears and interest PLN 400k, dispute handling PLN 100k. The numbers illustrate the mechanics; they are not a forecast for any specific company.

The model deliberately simplifies reality, but it captures its structure. The inspector's decision operates prospectively, yet it opens the way to retroactive claims: in a lawsuit brought by the inspector or the worker, a court can establish the employment relationship from the beginning of the cooperation, and with it come back contributions, taxes and benefits. Company B does not merely pay more. It pays in the worst possible mode: under deadline pressure, with strained relations with its contractors and with an Inspectorate that will come back to check compliance.[9]

The price of delay grows every month. The amnesty window closes on 8 July 2027. Voluntary conversion remains possible after that date, but it stops removing liability for the offence. Every month of cooperation in a risky model is also another month of potential contribution arrears and claims.
06

Consequences: a bill made up of four invoices

The cost of a sham B2B being exposed is not one line item but overlapping regimes of liability. Each has its own mechanism, its own limitation period and its own creditor.

1. Offence sanctions: the fine and the on-the-spot fine

Concluding a civil-law contract in conditions where an employment contract should legally have been concluded is an offence under art. 281 § 1 pt 1 of the Labour Code. From 8 July 2026 the fine for most offences against employee rights runs from PLN 2,000 to 60,000, and for a repeat offence within two years from PLN 3,000 to 90,000. The on-the-spot fine imposed by an inspector during an inspection rises from PLN 2,000 to 5,000, and to PLN 10,000 for repeat offences. Sanctions are counted per person affected by the violation.[14]

Fig. 4. Sanctions before and after 8 July 2026. Source: reference [14] and the Labour Inspectorate's announcement [6].

2. ZUS contributions with interest

When an employment relationship is established retroactively, the creditor position passes to ZUS: back pension, disability, sickness, accident and health contributions and Labour Fund payments, plus interest for late payment. Contribution debts become time-barred, as a rule, after five years from the date they fell due. This is by far the heaviest line on the bill, because it scales with the number of people and years of cooperation.

3. Taxes and employee claims

In parallel, the tax office can challenge PIT settlements and deductible costs, and the person covered by the decision or ruling gains employment claims: an equivalent for unused leave, overtime pay, sickness benefits, severance. Employment claims become time-barred three years from the date they fell due. The inspector's decision operates prospectively, but the way to retroactive claims is opened by a lawsuit: the inspector's or the worker's own.[9]

4. Operational cost and management liability

The inspection, the proceedings, the appeal and the re-inspection consume management, HR and accounting time. The decision sets the terms of the new contract, including remuneration, so the company loses control over the shape of the conversion. In addition, the act bans dismissing or treating unfavourably the person covered by the decision, and breaching that ban is a new offence. Liability for offences falls on the people managing the entity, in practice board members.[9]

The most expensive line on the bill is not the fine. It is arrears scaled by years and headcount.

What conversion itself costs when done voluntarily

Moving a contractor onto an employment contract raises the employer's cost by employer-side contributions, on the order of one fifth of gross salary, plus the cost of leave and absence benefits. In market practice conversions are therefore usually negotiated with a rate adjustment, so that the total cost stays close to the previous invoice. That is a negotiation a company conducts from a position of planning and time, not from the position of an inspector's order with a thirty-day deadline.

07

What to do: a sequence of actions, in order

The order matters. An audit without a business decision ends as a report in a drawer, and renegotiating contracts without changing practice ends as better paper over the same reality.

  1. Inventory the contracts

    A full list of B2B contracts, mandate contracts and contracts for specific work, together with the actual cooperation model: for how many years, for how many clients, in what working mode. Without this step there is nothing to assess.

    weeks 1-2

  2. Assess each contract against the art. 22 test

    For every contract: subordination, personal performance, place and time, business risk. Do not assess the document, assess the practice. The result: three buckets: red (employment in disguise), yellow (mixed features), green (genuine independence).

    weeks 2-4

  3. A business decision for each bucket

    Red: conversion to an employment contract inside the amnesty window, with the economics renegotiated. Yellow: a genuine rebuild of the model, or conversion. Green: documentation confirming independence. The decision belongs to the board, not to the legal department in isolation.

    weeks 4-6

  4. Make the practice real, not just the paper

    For contracts that remain civil-law: billing for results, removing “leave” and schedules, own tools, a substitution clause, dropping benefits identical to employee packages. Practice must match the documents, because the inspector examines reality.

    months 2-3

  5. A Chief Labour Inspector interpretation for borderline models

    For cooperation patterns where the assessment is uncertain: a request to the Chief Labour Inspector. A PLN 40 fee, a 30-day deadline, protection against sanctions on condition the description matches the practice. Describe the truth, not the wished-for version.

    months 3-4

  6. Procedures for the future, and monitoring

    A qualification checklist for every new contract, a periodic review of long-running engagements, a process owner in HR or compliance. The risk does not disappear after one audit: it returns with every contract renewal.

    permanent
The shield that does not work. Contractor declarations of a “conscious choice of B2B” and new clauses stapled onto old practices do not change the legal qualification. The Inspectorate and commentators agree on this: what counts is how the work is actually performed.[3]
08

FAQ: the questions asked in boardrooms

Yes. Inspections are, as a rule, unannounced, and the employer will not learn what prompted them. The trigger may be a contractor's complaint, but also the result of risk analysis on ZUS and KAS data. Some inspection activities can take place remotely, with a demand for electronic records.

As a rule, no: the employment relationship arises on the day the decision is issued. However, instead of a decision the inspector can file a lawsuit, and a court can establish the employment relationship retroactively, reaching back to the start of the cooperation. Retroactive claims can also be pursued by the worker themselves. A prospective decision therefore does not close the bill for the past.

The parties' will is taken into account in the proceedings, but only insofar as it does not conflict with the law or seek to circumvent it. The mutual will of both parties does not legalise a civil-law contract concluded in the conditions of an employment relationship. The realistic options are conversion with the economics negotiated, or a genuine rebuild of the cooperation model towards independence.

Not fully. The amnesty in art. 16 of the amending act removes liability for the offence under art. 281 § 1 pt 1 of the Labour Code, which primarily means the fine. It does not erase back contributions, taxes or employee claims such as leave or overtime. It can be used even after an inspection has begun, including after an order has been issued.

No. If the reality looks like an employment relationship, the contract's name, clauses and declarations do not determine the qualification. Documents help only when they describe a true, implemented cooperation model. The Inspectorate examines practice: instructions, schedules, tools, substitution, settlement.

The new tools cover civil-law contracts in general, not only B2B. A mandate contract performed in employment conditions carries the same conversion risk. A contract for specific work remains safe where it settles a concrete, verifiable result, because the result is its essence.

Terminating a civil-law contract in line with its terms is legally possible, but it does not remove the past contribution risk and claims, and once a decision is issued a ban applies on treating the person it covers unfavourably. The “dismiss all the contractors” strategy also tends to be operationally suicidal, because they are often the core of the company's competence.

The rules apply from 8 July 2026, and the amnesty window closes on 8 July 2027. An inspection can happen at any moment, regardless of the amnesty. The full sequence from section 07 takes a mid-sized company three to four months of work spread over time, so starting in the third quarter of 2026 allows the process to close before the window does.

09

Sources and methodology

The report is based on the text of the act, official announcements and legal analyses published after the amendment was passed. Figures given without an official source are marked as estimates or editorial assessments. Sources are in Polish.

  1. Ministry of Family, Labour and Social Policy: Reforma Państwowej Inspekcji PracyThe ministry's announcement on the reform's goals, the procedure and the 8 July 2026 entry into force.
  2. Act of 11 March 2026 amending the Act on the National Labour Inspectorate and certain other actsJournal of Laws 2026, item 473, promulgated text. Transitional provisions, including art. 16 on the amnesty.
  3. M. Smulewicz: Abolicja PIP 2026. Czy daje pełne bezpieczeństwo pracodawcy?Analysis of the amnesty's scope, the role of actual working practice and Chief Labour Inspector interpretations, July 2026.
  4. After Legal: Interpretacja indywidualna PIP od 8 lipca 2026 r.The interpretation procedure, fees, appeals and a table of sanctions.
  5. NSZZ Solidarność: Wchodzi w życie nowelizacja ustawy o Państwowej Inspekcji PracyThe scope of powers, prospective effect of decisions, data sharing between the Inspectorate, ZUS and KAS.
  6. National Labour Inspectorate: Wchodzimy w nową erę jakości kontroliThe Inspectorate's announcement on re-inspections, on-the-spot fines, fines and the amnesty after an order is issued.
  7. KG Legal: Nowy projekt ustawy o Państwowej Inspekcji PracyThe design of individual interpretations and the Inspectorate's lawsuits in the January 2026 draft.
  8. TVN24/PAP: Sejm uchwalił nowelizację ustawy o Państwowej Inspekcji PracyThe course of parliamentary work, 11 March 2026.
  9. DSK Kancelaria: Nowe uprawnienia PIP, decyzja administracyjnaThe two-stage procedure, appeals, the decision's legal effects, Chief Labour Inspector interpretations.
  10. Gazeta Prawna: Sejm uchwalił reformę Państwowej Inspekcji PracyThe appeal procedure, the parties' will in the proceedings, the National Recovery Plan context.
  11. Gazeta Prawna: Prezydent podpisał nowelizację ustawy o PIP i skierował ją do TKThe signature on 2 April 2026, ex-post constitutional review, the National Recovery Plan context.
  12. money.pl: B2B w etaty. Rząd szacuje wpływy z reformyThe estimate of the scale of fictitious self-employment at ~160,000 entities, October 2025.
  13. Dudkowiak Kancelaria: Koniec umów B2B? Branża IT szczególnie zagrożonaThe course of the consultations, stakeholder positions, the prime minister's January 2026 post.
  14. TransExpert: Zmiany w Kodeksie pracy od 8 lipca 2026 r.Fine and on-the-spot fine levels before and after the amendment.
Legal acts cited in the report: the Act of 26 June 1974, the Labour Code (art. 22, art. 281, art. 291); the Act of 13 October 1998 on the social insurance system (art. 24, limitation of contributions); the Act of 13 April 2007 on the National Labour Inspectorate as amended by the Act of 11 March 2026 (Journal of Laws 2026, item 473).

Methodology

The legal status is described as of 17 July 2026. Elements covered by proceedings before the Constitutional Tribunal are flagged in the text. Figures 2 and 3 present editorial assessments and an illustrative model with openly stated assumptions, not statistical data. The estimate of the scale of fictitious self-employment is flagged as requiring verification. Wherever the final wording of the act's details requires analysis of a specific provision, this is stated explicitly.

Disclaimer. This material is for information purposes only and does not constitute legal or tax advice or a legal opinion. Before making decisions about specific contracts, consult a licensed attorney or legal counsel. The legal status is described as of 17 July 2026. Some of the solutions may change as a result of a Constitutional Tribunal ruling or further amendments.