This study focuses on the issue of diligence required from members of the management board in a limited company in Polish and German law. It confronts the meaning of this institution in Germany (where this institution was previously regulated) with that in Poland, emphasizing the differences in the wording of the provisions. To demonstrate similarities and differences between these two regulations, the study particularly focuses on the duty of operation in compliance with the law by members of the management board. The comparison of these legal orders concludes that as a rule Polish and German members of the managing board are obliged to operate in compliance with the law. Nevertheless, the above-mentioned differences in the wording of the provisions reveal that German law in some particular cases allows or allowed exceptions from this rule due if it is justified by the economic interest of the company.