Audit of mandate contracts and B2B agreements
2026-08-31 14:08

As an entrepreneur working with mandate contracts (umowa zlecenia), service agreements, or B2B contracts, sooner or later you’ll ask yourself: is my company prepared for an inspection by the National Labour Inspectorate (PIP), the Social Insurance Institution (ZUS), or the tax office? Since 8 July 2026, that question carries a completely new weight. A district labour inspector can now – on their own, without a court ruling – issue an administrative decision stating that a person cooperating with your company under a civil-law contract or a B2B contract is, in fact, performing work under conditions characteristic of an employment relationship.

As of the same date, a second, preventive mechanism has also been in force – an individual ruling issued by the Chief Labour Inspector (GIP). The first decisions issued under this mechanism already give a concrete picture of how the authority evaluates different cooperation models (we cover them in detail in a separate article).

For an entrepreneur, this means one thing: the employment model you chose a few years ago, and which was safe at the time, may today generate real financial and legal risk. An audit of mandate contracts, service agreements, and B2B contracts is now one of the basic tools for managing this risk – alongside tax reviews or GDPR audits, which entrepreneurs already treat as standard practice.

Why You Should Pay Attention to This Now

Until recently, the only way to “convert” a mandate contract, a specific-task contract (umowa o dzieło), or a B2B contract into an employment contract was through lengthy court proceedings. In practice, this gave contracting parties the comfort of time – a dispute could drag on for years, giving the company time to organize its documentation or change its cooperation model.

The amendment to the Act on the National Labour Inspectorate of 11 March 2026, in force since 8 July 2026, changes this situation dramatically. It introduces two new tools:

• an administrative decision issued by a district labour inspector confirming the existence of an employment relationship, issued in the course of an inspection – when the inspector determines that the way the contract is performed matches the criteria set out in Article 22 § 1 of the Labour Code,
• an individual ruling from the Chief Labour Inspector (Article 14b of the Act on the PIP) – issued preventively, at the employer’s own request, before any dispute or inspection arises, for a fee of PLN 40 per described set of facts.

In other words: what you call the contract in its title is now of secondary importance. What matters is how your company actually organizes these people’s day-to-day work – and that is exactly what an audit of mandate contracts, service agreements, and B2B contracts examines.

What Is an Audit of Mandate Contracts, Service Agreements, and B2B Contracts – From a Business Owner’s Perspective

An audit of civil-law contracts is a comprehensive legal review of your HR documentation and the actual practice of cooperating with people employed on a basis other than an employment contract. It’s not just about checking the wording of the contracts – it’s equally important to compare that wording with how your company actually operates day to day. This discrepancy between contract terms and reality is the most common cause of disputes with the PIP, ZUS, and the tax office.

As part of the audit, the law firm will verify:

• the content of the mandate contracts, service agreements, and B2B contracts you sign with your collaborators, for compliance with the Civil Code, the Labour Code, and the Social Insurance System Act,
• the way your company organizes work – hours, place of service provision, reporting lines, use of company equipment, participation in team meetings,
• supporting documentation – internal regulations, instructions, email correspondence, schedules, time-tracking systems,
• non-compete, exclusivity, and contractual penalty clauses in your contracts,
• the method of calculating remuneration.

Which Features of an Employment Relationship in Your Company Could “Expose” a Civil-Law Contract

This is a question worth asking yourself before an inspector asks it during an audit. Under Article 22 § 1 of the Labour Code, an employment relationship is determined primarily by:

1. Personal performance of work – your contractor performs tasks solely on their own, with no right to delegate the work to someone else.
2. Subordination to management – the person receives ongoing instructions from you or your managers about how to carry out their duties, rather than just being told the desired end result.
3. Fixed place and time of work – rigid hours, mandatory office presence, no freedom to organize their own working day.
4. Fixed remuneration – pay unrelated to results, disbursed cyclically like a salary.
5. Business risk resting with you – the contractor bears none of the commercial risk typical of running an independent business; all the risk sits with your company.

Importantly for you as an employer – the name of the contract carries no weight here. Even if you signed a B2B contract and the contractor has a registered business, a labour inspector will assess the actual way the cooperation is carried out within your company. The first individual rulings issued by the Chief Labour Inspector confirm this principle precisely.

What Contract Reclassification Means for Your Company in Practice

If an inspector determines that a civil-law contract was in reality an employment contract, the consequences will hit your company on several fronts at once:

• labour law – the obligation to grant paid leave, protection against dismissal, compliance with working-time limits, and payment for overtime for the entire disputed period,
• social insurance – the need to register the person with ZUS and pay overdue contributions plus interest – out of your own funds, not just deducted from the contractor’s pay,
• taxes – changes to how the relationship is settled and the risk of your company’s tax-deductible costs being challenged,
• reputational risk – PIP decisions and disputes over a “disguised employment relationship” are often publicized within an industry, which can affect your standing as an employer in the labour market.

The new rules also allow for the retroactive effect of establishing an employment relationship – going back as much as three years from the initiation of proceedings. It’s worth knowing, however, that the amendment provides for a 12-month grace period, running from 8 July 2026 to 8 July 2027 – if you voluntarily bring your civil-law contracts into compliance during this time, you will avoid PIP fines for the retroactive period (though this does not cancel out any overdue ZUS contributions or taxes).

When You Should Commission an Audit of Mandate Contracts and B2B Contracts

It’s worth considering an audit of civil-law contracts especially when your company:

• employs a significant part of its team under mandate contracts, service agreements, or B2B contracts,
• operates in IT, marketing, consulting, construction, transport, retail, or another sector where so-called self-employment or seasonal/student work is common,
• uses platform-based models or apps to assign tasks to contractors,
• is preparing to attract an investor or sell the company, and must go through due diligence,
• has received a summons or notice of an inspection initiated by the PIP, ZUS, or the tax office,
• is considering applying for an individual ruling from the GIP and wants to make sure the described facts will hold up to the authority’s assessment,
• hasn’t updated its civil-law contract templates in a long time despite changes to the law,
• is planning to grow its team and wants to implement a safe cooperation model from the outset, rather than fixing it later under the pressure of an inspection.

What an Audit of Your Company’s Contracts Looks Like – Stages of Cooperation with the Law Firm

1. Initial analysis and contract inventory – we collect all mandate contracts, service agreements, and B2B contracts currently in force at your company and identify the highest-risk groups.
2. Assessment of compliance with the law and case law – we compare the wording of your contracts against the current line of labour-court rulings and PIP/ZUS enforcement practice, including the individual rulings issued by the GIP to date.
3. Verification of how the contracts are actually carried out – we talk to your HR department and review correspondence, schedules, and internal procedures.
4. Report with recommendations – we identify which contracts in your company carry a high risk of reclassification and propose specific changes.
5. Implementation of changes – we prepare new contract templates, annexes, and work-organization procedures consistent with a B2B or civil-law cooperation model, tailored to the specifics of your business.
6. Support during an inspection or when applying for a ruling – we represent your company in proceedings before the PIP or the labour court, including preparing an application for an individual ruling from the GIP and handling appeals against an inspector’s decision.

An Audit of Your Contracts Isn’t a One-Off Formality – It’s Part of Running Your Business

Many entrepreneurs treat a contract review as a one-time exercise, done “just in case.” Following the entry into force of the PIP’s new powers, however, it’s worth viewing an audit of civil-law contracts the same way you view a financial or tax audit – as a standing element of compliance within your company, repeated once a year or whenever there’s a significant change to your team’s cooperation model.

Frequently Asked Questions from Employers About Auditing Mandate Contracts and B2B Contracts

Does the mere fact that a contractor has registered a business protect my company from having a B2B contract reclassified?
No. Registration in the CEIDG business register on the contractor’s side does not determine the nature of the cooperation – what matters is how you actually organized that person’s work within your company.

What’s the difference between an individual ruling from the GIP and a decision establishing an employment relationship?
An individual ruling is a preventive instrument – the employer proactively asks the GIP whether the described cooperation model is safe, before any inspection takes place. A decision establishing an employment relationship, by contrast, is issued by a district labour inspector during an inspection already underway, once the inspector identifies irregularities.

Should I also include specific-task contracts (umowa o dzieło) in the audit?
Yes. Specific-task contracts follow somewhat different rules than mandate contracts, but in practice companies often use them in situations that would actually call for a mandate contract or an employment contract – so it’s worth including them in the review.

How long does an audit of civil-law contracts take?
It depends on the number of contracts and the size of the team – in smaller companies, an audit can be completed within a few business days; in larger organizations, the process usually takes two to four weeks.

Will an audit help if a PIP inspection at my company has already started?
Yes – even during an ongoing inspection, a quick review of your documentation helps prepare your arguments and reduce the risk of an unfavorable administrative decision.

Will the audit place a burden on my HR team’s day-to-day work?
We try to keep your team’s involvement to a minimum – most of the analysis is carried out on our end based on the documentation provided, and we limit conversations with HR to the essentials.

Check How Your Company Stacks Up Against the New Regulations

If, as an entrepreneur, you work with mandate contracts, service agreements, or B2B contracts, it’s worth checking how your documentation and cooperation practices would hold up against the National Labour Inspectorate’s new powers – before an inspector does that for you during an audit. Kancelaria Waławski conducts audits of civil-law contracts for employers, prepares safe contract templates, and represents companies in proceedings before the PIP, ZUS, and labour courts, including applications for individual rulings from the GIP. Get in touch with us to determine the scope and cost of an audit tailored to the scale of your business.

See also: First GIP Rulings on B2B and Mandate Contracts – A Detailed Analysis of All Nine Cases So Far [link to second article].

This article is for informational purposes only and does not constitute legal advice in an individual case.

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