B2B contract reclassified as employment — risks and how to avoid

B2B cooperation is a legal and widespread way of earning in Poland, especially in the IT sector and among senior specialists. The problem arises when, in fact, it looks the same as full-time employment — fixed hours, a single service recipient, subordination, work at the client's premises. In such a setup the National Labour Inspectorate (PIP), ZUS, the National Revenue Administration (KAS) or a labour court can treat the contract as an employment relationship, regardless of what it was called. We describe how reclassification looks and what can be done up front to safeguard against it — state of the law as of 2026.

What really is an "employment contract" within the meaning of the Labour Code

Article 22 § 1 of the Labour Code defines the employment relationship through a set of features: the employee undertakes to perform work of a specified kind for the employer, under the employer's direction and at the place and time designated by the employer, and the employer undertakes to employ the employee for remuneration. Paragraph 1¹ adds that a contract meeting these conditions is an employment contract regardless of its name. It is precisely this provision that gives authorities and courts a tool to challenge a B2B contract that formally describes the provision of services but is in practice an employment relationship.

It is not enough for one of the features to be present — the assessment is overall. The more elements of subordination there are, however, the higher the risk.

Risk signals: what "hidden employment" looks like

The same signs recur in inspections and case law:

• permanent personal presence at the client's office and subordination to its schedule and work regulations;
• no possibility of entrusting the work to a substitute or subcontractor;
• a single service recipient for many months or years, without parallel contracts;
• a fixed monthly remuneration detached from the result — without any accounting of hours, projects or milestones;
• equipment and tools provided entirely by the contracting party;
• performing a role in the company's organisational structure, direct subordination to a supervisor, participation in staff meetings and annual appraisals;
• no business risk on the contractor's side (the client pays for every leave day, sick leave and downtime).

A single element — e.g. using the company's laptop — does not settle anything, but their accumulation does.

Who can challenge a B2B contract

The most common routes are:

1. The National Labour Inspectorate (PIP). During an inspection the inspector may request the employer to convert the contract or bring an action for a declaration of the existence of an employment relationship (basis: Article 10(1)(11) of the PIP Act in conjunction with Article 189 of the Code of Civil Procedure).
2. ZUS. If it recognises the cooperation as an employment relationship, it will subject the principal to retirement, disability, sickness, accident and health contributions on the employee's remuneration — also retroactively, up to five years.
3. The National Revenue Administration (KAS). A change of classification entails a change in the rules of taxation — instead of the flat tax (podatek liniowy) or ryczałt (lump-sum tax on recorded revenue) paid by the contractor, there appears the obligation to settle PIT-4R as a remitter on the principal's side, with interest.
4. The contractor themselves. They can bring an action for a declaration of the existence of an employment relationship, especially after the cooperation ends — claiming severance pay, damages, holiday allowance or reinstatement at work.

Each of these tracks has its own limitation periods and its own burden of proof. A decision of one authority does not bind the others, but factual findings are carried over — so a ZUS win usually signals trouble in PIT and in the labour court.

Financial consequences of reclassification

If B2B is treated as employment, the cost side splits into three layers:

• Retroactive ZUS contributions — the full amount, including the employee's and the employer's parts, with interest. On a fixed monthly invoice of PLN 20,000 net these are amounts of the order of several tens of thousands of złoty for a year of cooperation.
• Taxes. The contractor can recover part of the tax paid on business income (correcting PIT returns), but the principal pays additional advance payments as a remitter, together with PIT-4R and PIT-11.
• Employee claims. Even the three-year limitation period for employment claims covers: overtime pay, annual leave (equivalent payment), sickness benefits, severance pay and compensation for unlawful termination of the contract.

For an individual contractor this usually means a benefit (refund of overpaid contributions, pursuit of entitlements). For an employer it means a multiple of the annual cost of employing such a person.

Practical examples from the IT industry

A B2B programmer dedicated to one client, working exclusively with the client's tools, on their Jira, in a team led by the client's project manager, taking part in annual staff appraisals — with fixed remuneration over many years — is in a grey area. If, in addition, there is no option to send another programmer in their place, they do not take on other projects and they bear no liability for errors, the "business risk" element disappears.

A different picture emerges with an IT consultant cooperating with three clients, settled by milestones, working from their own location and issuing invoices monthly but for specific deliverables. Such a setup preserves economic independence and is hard to reclassify — even if one client brings in 70% of revenue.

How to safeguard a B2B contract

From both parties' perspective it is worth putting a few principles in place:

1. Framework agreement + project orders. Instead of describing "full-time provision of programming services" — specific tasks, milestones, acceptance criteria.
2. Business risk in the contract. Contractual penalties for delays, liability for errors, the contractor's own equipment or settlement of its cost on the contractor's side.
3. Right of substitution. A clause allowing a subcontractor to be designated, even if rarely used in practice, changes the nature of the obligation to a "result-based" one instead of "personal performance of work".
4. Flexible time and place. The contractor decides when and where they work, as long as they meet the deadline. Status meetings yes, but with no obligation to appear at the office.
5. Diversification of clients. Even one additional, smaller client per week or month strengthens economic independence.
6. Variable remuneration. A minimum for availability plus a bonus for results; alternatively, hourly settlement with a flexible scope.

Individual rulings and binding confirmations

If the parties want to obtain confirmation that the model is safe, they can apply for:

• an individual ruling from ZUS (Article 34 of the Entrepreneurs' Law) — on the social-insurance obligation;
• a ruling from the Director of National Tax Information (KIS) — on the tax consequences;
• an opinion from an employment law firm, with an analysis of Supreme Court case law and judgments of the regional courts.

Rulings only protect in relation to the facts described in the application — if the cooperation model changes, protection stops working, and every application should reflect practice, not a fictional description.

How Good Balance helps

As part of a legal consultation, the Good Balance team audits B2B contracts for the risk of reclassification — on the basis of Supreme Court case law and ZUS decisions, in the context of the client's specific industry and operating model. If necessary, within contract drafting we prepare a new framework agreement, project schedules and cooperation rules that genuinely separate B2B from employment. We also handle applications for individual rulings from ZUS and KIS.