How do you terminate a contract of mandate and what has to be settled?
Short answer
A contract of mandate (umowa zlecenia) may be terminated at any time by both the principal and the contractor (Article 746 § 1-2 of the Civil Code, KC). If the contract provides for a notice period, it must be observed, unless you terminate for an important reason: this right cannot be waived in advance (Article 746 § 3 KC). Termination without an important reason under a paid mandate may mean an obligation to compensate the other party's loss. The principal must pay for the part of the mandate performed and reimburse the expenses incurred. After a mandate there is no employment certificate (świadectwo pracy).
In this guide: Art. 746 KC: termination at any time, contractual notice period, important reason and loss, documentary form, settling work done, no employment certificate.
Who this applies to
People performing work under a contract of mandate or a contract for the provision of services to which the provisions on mandate apply (Article 750 KC), and companies that conclude such contracts. If your "mandate" in practice looked like a regular job (fixed hours, instructions from a superior, work at a place designated by the company), read the section "Exceptions and caveats" first.
What to do
- Read the contract. Check whether it contains a notice period, a required form (e.g. "in writing") and settlement rules. The Civil Code does not provide for statutory notice periods for a mandate: without a clause in the contract, termination takes effect from the moment of service.
- Establish whether you have an important reason. The provision reads: "The principal may terminate the mandate at any time. However, he should reimburse the contractor for the expenses the latter incurred in order to perform the mandate properly; in the case of a paid mandate he is obliged to pay the contractor the part of the remuneration corresponding to the work done so far, and if the termination occurred without an important reason, he should also compensate the loss" (Article 746 § 1 KC). For the other party: "The contractor may terminate the mandate at any time. However, where the mandate is paid and the termination occurred without an important reason, the contractor is liable for the loss" (Article 746 § 2 KC). And the proviso: "The right to terminate the mandate for important reasons cannot be waived in advance" (Article 746 § 3 KC). The Code does not define an important reason; it is assessed in the circumstances of the specific contract, and in a dispute the court decides. Non-payment for work done is a typical example on the contractor's side. If you have an important reason, describe it specifically in the letter: it excludes liability for loss and allows you to skip the contractual notice period.
- Observe the documentary form. If the contract was concluded in written, documentary or electronic form, its termination requires documentary form, unless statute or the contract reserves another form (Article 77 § 2 KC). Documentary form is a statement in the form of a document that makes it possible to identify the person making it (Article 77(2) KC); a document is any carrier of information whose content can be read (Article 77(3) KC). An e-mail from your known address is therefore enough, unless the contract requires a letter with a handwritten signature. For a contract in a special form, e.g. notarial, the termination should be confirmed in writing (Article 77 § 3 KC).
- Write the termination. Give: place and date, the parties, identification of the contract (name, date of conclusion, subject), the statement of termination with the basis "art. 746 § 1 KC" (principal) or "art. 746 § 2 KC" (contractor), the date of effect (immediately or after the contractual period), the important reason, if there is one, and a demand for settlement. Sign it or send it from an address that makes it possible to identify the sender. You can prepare a ready-made letter in the contract of mandate termination generator.
- Serve it and keep proof. The termination is submitted at the moment it reached the other party in such a way that it could read its content; an electronic statement at the moment it was entered into a means of electronic communication in such a way (Article 61 § 1-2 KC). Keep the sent e-mail with the date or the acknowledgement of receipt of the registered letter.
- Settle the part performed. Under a paid mandate, remuneration is due after the mandate has been performed, unless the contract or the provisions state otherwise (Article 744 KC). After termination, the principal pays the part of the remuneration corresponding to the work done so far and reimburses the expenses incurred in order to perform the mandate properly (Article 746 § 1 KC). Termination does not release the principal from paying for the hours worked, including at the minimum hourly rate. If there is no payment, send a demand for payment; the further steps are described in the guide Contract of mandate: I have not been paid. Where do I report it and how do I recover the money?.
- Take care of the documents after the end. After a mandate there is no employment certificate: it is issued only in connection with the termination or expiry of an employment relationship (Article 97 § 1 of the Labour Code, Kodeks pracy), and a mandate does not create one. The principal, as the contribution payer, deregisters you from insurance at ZUS (Social Insurance Institution) after the contract ends. Ask it for a certificate of the period of the contract and the contribution assessment basis; it will be useful at the labour office and for length of service. Keep the contract and the invoices (rachunki).
Exceptions and caveats
- Termination without documentary form. The form under Article 77 § 2 KC is not reserved on pain of nullity (Article 73 § 1 KC), so even oral termination is valid. In a dispute, however, the evidentiary restrictions of Article 74 KC apply (not between entrepreneurs, Article 74 § 4 KC). To be safe, terminate in writing or by e-mail.
- Compensation for loss. Liability for loss on termination without an important reason concerns only a paid mandate and requires the other party to prove the loss. The mere fact of termination does not give rise to an obligation to pay. Contractual provisions that make termination harder cannot deprive a party of the right to terminate for important reasons (Article 746 § 3 KC).
- Limitation. Claims for remuneration for work done and for reimbursement of expenses of persons who perform work of a given kind on a permanent basis or within the scope of a business become time-barred after 2 years (Article 751(1) KC). For other contractors, the general limitation periods of the Civil Code apply. Do not delay the demand for payment.
- A mandate that was really employment. If the work was performed under the conditions of Article 22 § 1 of the Labour Code (work of a specified kind for the employer and under its direction, at a place and time designated by it), it was an employment relationship regardless of the name of the contract (Article 22 § 1(1) of the Labour Code). Then termination of the "mandate" is subject to the Labour Code, and the contractor may be entitled, among other things, to a notice period, payment in lieu of unused leave and an employment certificate. Check the features in the guide Contract of mandate or employment contract? How to check what really binds the parties and in the tool mandate or employment. After the contract has ended, you seek establishment of an employment relationship before the labour court; a decision of the District Labour Inspector is possible only for contracts in force on the day of the inspection. See The cooperation has already ended. How do you establish that it was an employment contract?.
- Termination by agreement. The parties may also end the mandate by consent of both parties; for a contract in written, documentary or electronic form, this too requires documentary form (Article 77 § 2 KC). The statutory periods under Article 36 § 1 of the Labour Code apply only to an employment contract (umowa o pracę); see How long is the notice period for an employment contract and on what day does the contract end?.
Example
Assumptions: a contractor has a paid contract of mandate for warehouse work, concluded in writing, with a 2-week notice period and hourly remuneration payable by the 10th day of the following month. The principal has not paid for September 2026. On 20 October 2026 the contractor sends by e-mail a termination with immediate effect, citing non-payment as the important reason, and demands remuneration for September and for the hours worked in October.
The documentary form is observed, because the e-mail was sent from an address known to the principal (Articles 77 § 2 and 77(2) KC). The important reason allows the contractor to skip the 2-week period in the contract and excludes liability for loss (Article 746 § 2-3 KC). The principal must pay for the work done up to the day of termination (Article 746 § 1 KC). If it does not, the contractor sends a demand for payment and then files a claim. If the principal had set fixed hours and given day-to-day instructions, a claim to establish an employment relationship would also come into play.
Documents and deadlines
| What | Rule or deadline | Legal basis |
|---|---|---|
| Right to terminate | at any time, both parties | Article 746 § 1-2 KC |
| Notice period | only if it follows from the contract | the contract; Article 746 KC |
| Important reason | always allows termination; cannot be waived | Article 746 § 3 KC |
| Liability for loss | under a paid mandate terminated without an important reason | Article 746 § 1-2 KC |
| Settlement | part of the remuneration for the work done and reimbursement of expenses | Articles 744 and 746 § 1 KC |
| Form | documentary (an e-mail is enough), unless the contract requires another | Articles 77 § 2, 77(2) and 77(3) KC |
| Moment of submission | when the addressee could read the content | Article 61 KC |
| Limitation of remuneration claims | 2 years for persons performing such work on a permanent basis | Article 751(1) KC |
| Employment certificate | not due | Article 97 § 1 of the Labour Code |
Keep the contract, the invoices, confirmations of hours and the termination with proof of service.
Frequently asked questions
Can the principal end the mandate from one day to the next?
Yes, if the contract does not provide for a notice period or it has an important reason. Without an important reason it must observe the contractual period, and under a paid mandate it is liable for loss. It must always pay for the part performed and reimburse expenses (Article 746 § 1 KC).
Is termination by text message valid?
As a rule, yes. A text message from which it is clear who sent it satisfies the requirements of documentary form (Articles 77(2) and 77(3) KC). If the contract reserves the written form, send a signed letter. Keep the message.
Useful tools
Related guides
- Contract of mandate or employment contract? How to check what really binds the parties
- Contract of mandate: I have not been paid. Where do I report it and how do I recover the money?
- The cooperation has already ended. How do you establish that it was an employment contract?
- Mandate contracts and self-employment in length of service: how to get your leave recalculated
- How long is the notice period for an employment contract and on what day does the contract end?
Sources (documents in Polish)
- Kodeks cywilny, t.j. Dz.U. 2024 poz. 1061 (art. 61, 73, 74, 77, 77(2), 77(3), 734, 744, 746, 750, 751)
- Metryka ELI najnowszego tekstu jednolitego Kodeksu cywilnego, Dz.U. 2026 poz. 795
- Kodeks pracy, t.j. Dz.U. 2026 poz. 1245 (art. 22, 36, 97)
Sources checked on 16 October 2026. Law as at 16 October 2026.
Change history
- 16 October 2026: First publication.
This guide is for information only. The current legal provisions and the information of the National Labour Inspectorate apply. An independent information website. We are not the National Labour Inspectorate (Państwowa Inspekcja Pracy).