The contract of mandate (umowa zlecenia) is one of the most popular forms of civil-law cooperation in Polish business. Business owners increasingly use it as an alternative to traditional employment under an employment contract. In 2026 there are detailed rules on the minimum remuneration, ZUS (Social Insurance Institution) contributions and the formal requirements for this type of contract. Understanding all the legal and financial aspects of the contract of mandate is key to running a business correctly and avoiding problems with inspection authorities. We can take over contracts of mandate, settlements with contractors and ZUS registrations — see HR and payroll.
The contract of mandate has specific features that distinguish it from other forms of engagement. The basic rules are set out in the Civil Code in Articles 734-751, which define the most important issues relating to this contract. The contractor undertakes to perform a specific activity commissioned by the principal, and it is important to understand that this is a contract of due diligence, not a contract of result.
The contract of mandate is a civil-law contract governed by the Civil Code in Articles 734-751. The contractor undertakes to perform a specific activity commissioned by the principal with due diligence. However, the contractor is not liable for achieving a specific result, but for carrying out the entrusted tasks diligently
Definition and features of the contract of mandate
The contract of mandate is a contract of due diligence, which means that the contractor works towards completing the tasks set out in the contract while exercising due care. The key feature of this contract is that the contractor is not liable for whether the desired effect is achieved, but must show due diligence in pursuing that goal. Because of this, the contract of mandate relies to a large extent on trust between the parties.
An example is a lawyer acting on behalf of a client. The lawyer takes all the necessary procedural steps and represents the client with due care, but is not liable for the final judgment in the case. Similarly, an accountant keeping the accounting books performs their duties in line with the law and to the best of their knowledge, but is not liable for the company's specific financial results.
The contract of mandate also offers considerable flexibility in setting the terms of cooperation. The parties are free to decide on the place, time and manner of performing the task, which makes this form of cooperation attractive both to principals and to contractors. This flexibility allows the terms of the contract to be adapted to the specific nature of the work and the needs of both parties.
The Civil Code does not require written form for a contract of mandate, but it is worth concluding it in writing (or electronically) and having it signed by both parties - the contractor and the principal. If the contract is not in written, electronic or documentary form, the principal must confirm to the contractor in one of these forms, before work starts, how the number of hours will be confirmed (Article 8b(3) of the Minimum Remuneration for Work Act). Written form provides legal certainty and makes it easier to pursue claims in the event of disputes. The advantage of this contract is the freedom to set the place, time and manner of performing the task
Liability of the parties under a contract of mandate
Liability under a contract of mandate is a complex matter that requires a detailed discussion. As a rule, the contractor must perform the activities specified in the contract personally (Article 738 § 1 of the Civil Code) and is liable for diligent performance, not for the final effect of the mandate. Unless the contract provides otherwise, the contractor's liability is governed by the Civil Code, in particular as regards liability for improper performance of the mandate or for damage caused by the contractor's actions.
However, the contract (or custom or the circumstances) may allow the contractor to pass the performance of the work to a third party. The contractor must then promptly notify the principal of the substitute and - if they do so - is liable only for a lack of due care in choosing the substitute. The substitute is also directly liable to the principal, and where the contractor is liable for the substitute as for their own actions, their liability is joint and several (Article 738 of the Civil Code). This solution is particularly important for complex projects that require a team of specialists.
When the commissioned activities are legal acts, the contractor acts as the principal's attorney. This means that their actions within the powers granted are legally binding on the principal. This is often the case when legal acts, representation before authorities or business negotiations are commissioned.
What matters in a contract of mandate is that work is performed for the principal, and it will not necessarily lead to a specific result. The contractor is liable for diligent performance of the commissioned activities, but is not liable for achieving a specific effect. Liability for damage caused through the contractor's fault is governed by the Civil Code
Minimum hourly rate for a contract of mandate in 2026
The amendment that took effect on 1 January 2017 introduced the obligation to apply the minimum remuneration to contracts of mandate as well (Minimum Remuneration for Work Act, consolidated text Journal of Laws (Dz.U.) 2024, item 1773, Articles 8a-8e). The hourly rate is directly linked to the minimum remuneration for work, which means it changes with the annual increase of the minimum wage.
In 2026 the minimum remuneration is PLN 4,806.00 per month, and the minimum hourly rate for contracts of mandate is PLN 31.40 per hour (Regulation of the Council of Ministers, Dz.U. 2025, item 1242). From 1 January 2027 it will be PLN 4,950 and PLN 32.30 per hour respectively (Dz.U. 2026, item 1213). The rate applies to contractors who are natural persons not running a business, or sole traders who do not employ staff and do not engage contractors (Article 1(1b)). Remuneration for each hour of performing the mandate may not be lower than this rate, and the contractor may not waive the right to it (Article 8a(1) and (4)). The rules on the rate do not apply, among others, where the contractor decides on the place and time of performing the mandate and receives commission-only remuneration (Article 8d(1)(1)).
The introduction of the minimum hourly rate brought additional obligations for businesses engaging people under contracts of mandate. The most important is confirming the number of hours worked: the parties set out in the contract how the number of hours will be confirmed, and if they do not, the contractor submits information on the number of hours in written, electronic or documentary form before the remuneration payment date (Article 8b(1)-(2)). The principal keeps these documents for 3 years from the day the remuneration became due (Article 8c). Remuneration in the amount resulting from the minimum rate is paid in money, and for contracts concluded for more than one month - at least once a month (Article 8a(5)-(6)).
In 2026 the minimum remuneration is PLN 4,806.00 per month, and the minimum hourly rate under a contract of mandate is PLN 31.40 per hour (PLN 32.30 from 1 January 2027). The parties set out in the contract how the number of hours will be confirmed, and the principal keeps the documents confirming the number of hours for 3 years
Confirmation of hours can take different forms - from traditional hour sheets to modern electronic systems. It is important that the chosen form is reliable, complete and clearly shows the number of hours in each settlement period. Paying remuneration below the minimum hourly rate is a petty offence punishable by a fine of PLN 1,000 to PLN 30,000 (Article 8e), and compliance with these rules is checked by the PIP (National Labour Inspectorate).
ZUS contributions under a contract of mandate
The ZUS contribution system for contracts of mandate is complex and depends on several factors, including the contractor's age, other insurance titles and the type of contract concluded. The basic rule is the obligation to calculate and pay social insurance contributions to the Social Insurance Institution.
The business registers the contractor for compulsory social insurance, which covers pension, disability and accident insurance (Article 6(1)(4) and Article 12(1) of the Social Insurance System Act, consolidated text Dz.U. 2026, item 199). Sickness insurance under a contract of mandate is voluntary - the contractor is covered at their own request (Article 11(2)). In addition, the health insurance contribution (9%) is compulsory and is paid regardless of other insurance titles (Article 66(1)(1)(e) of the Act on Publicly Funded Healthcare Services). In 2026 the contribution rates are: pension 19.52% (9.76% each funded by the contractor and the principal), disability 8% (1.5% contractor, 6.5% principal), sickness 2.45% (fully the contractor), accident - fully the principal (1.67% for a payer registering no more than 9 persons for insurance). The principal also pays the Labour Fund 1.00% and the Solidarity Fund 1.45% (where the monthly contribution base is at least the minimum remuneration) and the Guaranteed Employee Benefits Fund (FGŚP) 0.10% (Articles 22 and 16 of the Social Insurance System Act; Article 259 of the Labour Market Act; Articles 25-27 of the 2026 Budget Act, Dz.U. 2026, item 62).
There are, however, situations in which only the health contribution is compulsory under a contract of mandate, and social insurance is voluntary (Article 9 of the Social Insurance System Act). This is the case, for example, when the contractor is also employed under an employment contract with another employer and the contribution base from that contract, per month, is at least the minimum remuneration (Article 9(1)-(1a)), or when they have an earlier contract of mandate with a contribution base of at least the minimum remuneration (Article 9(2) and (2c)). Separate rules apply where a contract of mandate overlaps with the contractor's own business activity (Article 9(2a)). How much such a contract costs the principal is shown with figures in our article on the cost of a contract of mandate with examples.
The contractor is compulsorily covered by pension, disability and accident insurance and by health insurance. Sickness insurance is voluntary. If the contractor has an employment contract with another employer or an earlier contract of mandate with a contribution base at least equal to the minimum remuneration, as a rule only the health contribution is compulsory under the next contract of mandate
Special rules apply when we conclude a contract of mandate with our own employee who is also employed under an employment contract (or when, under a contract concluded with another entity, they perform work for their own employer). In that case the contractor is treated as an employee and is compulsorily covered by all social insurance schemes and health insurance under the contract of mandate, and the income from both contracts is added together in the contribution base (Article 8(2a) and Article 18(1a) of the Social Insurance System Act). This solution is intended to prevent circumvention of the ZUS contribution rules.
Different rules apply to secondary school pupils and students under 26. When a contract of mandate is signed with a person in education who has not exceeded that age, the principal is not obliged to register them for ZUS insurance (Article 6(4) of the Social Insurance System Act). This exemption covers all types of social insurance contributions and, as a consequence, also the health contribution (Article 66(1)(1) of the Act on Publicly Funded Healthcare Services). However, it does not cover a contract of mandate concluded with the person's own employer (Article 8(2a)), which must be taken into account when assessing the cost of engaging young people under a contract of mandate. Separate rules also apply to pensioners, as discussed in our article on ZUS contributions for pensioners on a contract of mandate.
Termination of a contract of mandate
One of the characteristic features of the contract of mandate, which can be seen both as an advantage and a disadvantage, is that either party can terminate it at any time during its term (Article 746 § 1-2 of the Civil Code). This flexibility means that neither the principal nor the contractor is bound by long-term commitments, which can be beneficial in rapidly changing business conditions.
A notice period does not apply automatically either, unless it was expressly set when the contract was drawn up. The parties can therefore agree on a suitable notice period that matches the nature of the work and the needs of both parties. This can be particularly important for long-term projects or those requiring considerable preparation.
The absence of a mandatory notice period means that the contract can be terminated with immediate effect, which brings both benefits and risks. On the one hand, it allows a quick response to changing circumstances; on the other, it can lead to uncertainty and difficulties in long-term planning. A principal who terminates the contract should reimburse the contractor for expenses incurred in properly performing the mandate and, under a paid contract, pay the part of the remuneration corresponding to the activities performed so far; if the termination was without good reason, the principal should also compensate for the damage. A contractor who terminates a paid mandate without good reason is liable for the damage (Article 746 § 1-2 of the Civil Code).
Either party can terminate a contract of mandate at any time without giving reasons. A notice period does not apply automatically, but it can be set in the contract. The parties have considerable freedom in setting the terms of termination, but the right to terminate the mandate for good reasons cannot be waived in advance (Article 746 § 3 of the Civil Code)
Elements of a contract of mandate
A properly drafted contract of mandate should contain all the necessary elements that give both parties legal certainty and allow tax and contribution obligations to be settled correctly. Each of these elements has an important function and should be worded precisely.
- Identification of the parties, including complete details of the contractor and the principal
- Definition of the subject of the mandate with a detailed description of the activities to be performed
- The amount of remuneration or a clear statement that the contract is unpaid
- The start and end dates of the contract
- The form of payment of remuneration and the settlement dates
- The method of confirming the number of hours worked (Article 8b of the Minimum Remuneration for Work Act)
- Signatures of both parties confirming their consent to the terms of the contract
Identification of the parties must be complete and unambiguous. Where the principal is a business, you need to give the business name, registered office address, NIP (tax identification number) and REGON (statistical number). For a contractor who is a natural person, you need to give the first name, surname, residential address and PESEL (national ID number).
The definition of the subject of the mandate is the heart of the contract and should be precise, yet flexible. Wording that is too general can lead to disputes over the scope of duties, while overly detailed descriptions can limit the ability to adapt the manner of performance to changing circumstances.
| Element of the contract | Legal requirements | Consequences of absence | Practical recommendations |
|---|---|---|---|
| Details of the parties | Full identification details | Identification problems | Check the details are up to date |
| Subject of the mandate | Precise description of activities | Disputes over the scope of duties | Clear but flexible wording |
| Remuneration | Amount or unpaid nature | Uncertainty in settlements | Take the minimum rate into account |
| Term of the contract | Start and end dates | No time frame | Realistic completion dates |
Below is a sample contract of mandate. It is an example that has to be adapted to the specific cooperation, not a ready-made document for every situation:
CONTRACT OF MANDATE No. … concluded on … in … between: … (business name, registered office address, NIP, REGON), represented by …, hereinafter the Principal, and … (first name and surname, residential address, PESEL), hereinafter the Contractor.
§ 1. The Principal commissions, and the Contractor accepts for performance, the following activities: … (detailed description). The Contractor performs them personally and with due care; entrusting performance to a third party requires the Principal's consent.
§ 2. The contract is concluded for the period from … to … . The parties agree the place and time of performing the activities on an ongoing basis.
§ 3. For performing the mandate the Contractor is entitled to remuneration of PLN … gross for each hour of performing the mandate, not less than the minimum hourly rate applicable in the given year. The remuneration is payable by transfer to the Contractor's account No. … by the …th day of the following month, at least once a month.
§ 4. The Contractor confirms the number of hours of performing the mandate in an hour sheet sent to the Principal in written, electronic or documentary form (e.g. by e-mail) by the …th day of the month following the month to which the sheet relates.
§ 5. The Contractor submits a separate statement on other insurance titles (e.g. an employment contract, another contract of mandate, business activity, status as a pupil or student under 26) and promptly informs the Principal of any change.
§ 6. Either party may terminate the contract with … days' notice; this does not exclude the right to terminate the contract for good reasons.
§ 7. Matters not regulated herein are governed by the Civil Code (Articles 734-751). The contract has been drawn up in two identical copies, one for each party.
Principal: ……… Contractor: ………
Settling a contract of mandate
Settling a contract of mandate requires taking many legal and financial aspects into account. Correct settlement covers not only paying the remuneration, but also paying the relevant ZUS contributions and income tax. From the remuneration the payer withholds a PIT (personal income tax) advance of 12% (Article 41(1) of the PIT Act, consolidated text Dz.U. 2026, item 592) on the income reduced by the contractor's social contributions deducted and by tax-deductible costs of 20% (Article 22(9)(4)). For a contract with a person who is not the payer's employee for an amount of up to PLN 200, a flat-rate tax of 12% of the income is withheld (Article 30(1)(5a)), and income from contracts of mandate of people under 26 is exempt from PIT up to PLN 85,528 a year (Article 21(1)(148)). Modern accounting systems make this process much easier by automating many tasks and minimising the risk of errors. The contributions paid also determine whether a contract of mandate counts towards a pension.
Settling civil-law contracts in accounting systems starts with creating the relevant contract documentation. The system should allow you to enter all the basic contract parameters needed later to generate bills and settlements correctly. Here you set the dates of signing, start and end of the contract, as well as details of the remuneration and how it is paid.
Modern accounting software is designed to make the user's work as easy as possible. Adding a contract of mandate in professional systems is an intuitive and automated process. The system can suggest the details of the parties, calculate ZUS contributions using the rates entered and generate settlement documents.
Accounting systems allow comprehensive settlement of civil-law contracts, from creating documentation to settling remuneration. They can automatically generate ZUS returns and annual information forms. A correct result depends on keeping the parties' details and contribution rates entered up to date
The settlement process also includes preparing the relevant ZUS returns and the documents needed for the annual income tax settlement. Professional accounting systems automatically generate all the required forms, which significantly reduces the risk of errors and saves administrative time.
Practical aspects of using a contract of mandate
In business practice, the contract of mandate is widely used in many industries and types of activity. It is particularly popular in sectors that need flexible engagement, such as IT, marketing, consulting or professional services. Business owners value this form of cooperation because it allows them to adjust staffing quickly to current business needs.
A key practical aspect of using contracts of mandate is proper document management. All contracts should be archived in line with legal requirements, and the number of hours of performing the mandate should be confirmed systematically and reliably. Particular attention should be paid to meeting ZUS contribution payment deadlines and settling income tax correctly.
Another important element is monitoring changes in the law on contracts of mandate on an ongoing basis. The rules in this area change frequently, especially as regards ZUS contributions and the minimum remuneration. Business owners should regularly update their knowledge and adapt their procedures to current legal requirements.
Using a contract of mandate correctly requires systematic documentation and ongoing monitoring of legal changes. Compliance with the minimum hourly rate and ZUS contribution deadlines is particularly important. Documents confirming the number of hours of performing the mandate must be kept for 3 years so that they allow inspection by state authorities
A consulting firm engaging IT specialists under contracts of mandate had to adapt its procedures to the minimum hourly rate requirements. It introduced an electronic system for recording hours worked under the mandate, which automatically checks that the rates comply with the law. The system also generates reminders before ZUS contribution deadlines, which reduces the risk of late settlements.
Differences between a contract of mandate and other forms of engagement
The contract of mandate differs significantly from the employment contract and the contract for specific work (umowa o dzieło), which has important legal and financial consequences. Understanding these differences is key to choosing the right form of cooperation and avoiding problems with inspection authorities.
Unlike an employment contract, a contract of mandate does not create an employment relationship and does not provide the protection set out in the Labour Code (Kodeks pracy). The contractor is not entitled to annual leave and does not receive supplements for overtime or work on public holidays. At the same time, they have more freedom in organising their work and are not subject to direct supervision. However, if the work is performed in conditions in which, under Article 22 § 1 of the Labour Code, an employment contract should be concluded, from 8 July 2026 a labour inspector - after their order has not been complied with - may issue a decision establishing the existence of an employment relationship (Article 11(1)(7a) of the National Labour Inspectorate Act, as worded by the Act of 11 March 2026, Dz.U. 2026, item 473).
The difference compared with a contract for specific work is that under a contract of mandate what matters is the diligent performance of activities, not achieving a specific result. A contract for specific work obliges the contractor to create a specific work, whereas a contract of mandate focuses on the process of performing tasks with due diligence.
- No employment relationship and no protection under the Labour Code
- Greater flexibility in organising the time and manner of performing tasks
- Either party can terminate the contract at any time
- Liability for diligent action, not for a specific result
- Obligation to comply with the minimum hourly rate since 2017
- ZUS contributions depend on age and other insurance titles
The most common mistakes in contracts of mandate
Practice shows that business owners make a number of typical mistakes when concluding and performing contracts of mandate. The most common problem is an imprecise definition of the subject of the mandate, which can lead to disputes between the parties. Wording that is too general makes it difficult to assess whether the mandate has been performed as expected.
Another common mistake is failing to comply with the minimum hourly rate requirements and improperly confirming the number of hours of performing the mandate. Inspection authorities increasingly check whether practice complies with the law, and irregularities can result in severe financial penalties.
Problems also arise with ZUS settlements, especially for people with several insurance titles. Incorrectly determining the obligation to pay contributions can lead to additional financial burdens or problems with inspection authorities.
The most common mistakes in contracts of mandate concern an imprecise definition of the subject of the mandate and incorrect ZUS settlements. Failing to comply with the minimum hourly rate and improperly confirming the number of hours of performing the mandate are particularly problematic. These mistakes can lead to sanctions from inspection authorities
