Investment and commercial law A foreign managing director of a Polish limited liability company - registration and taxes without myths
In companies with foreign capital, it is increasingly common for a foreign managing director to be appointed to the management board of a Polish limited liability company. In some cases, such individuals live in Poland; in others, they travel only for board meetings; and sometimes they manage the company entirely from abroad. Such structures, however, raise questions which—although seemingly administrative—may have significant tax consequences.
One of these concerns registration (official address registration) in Poland.
It is also important to note that if the management board of a Polish company effectively conducts the company’s affairs from abroad, this may result in the company’s tax residency being shifted outside Poland.
Is a managing director required to be registered in Poland?
From a corporate law perspective, the answer is simple: no. A managing director does not need to be registered or even reside in Poland. An appointment alone is sufficient to validly perform the function.
In practice, however, some companies consider obtaining a so-called second registration—for organisational convenience, banking relationships or formal reasons. It should be noted, however, that although registration is an administrative concept, it may be treated as one of the factors indicating a stronger connection of a given individual with Poland.
This leads directly to the issue of tax residency.
Tax residency – the key factor
It is tax residency—not registration—that is decisive. If an individual has their centre of vital interests in Poland or spends a significant part of the year there, they may be considered a Polish tax resident.
In such a case, they are subject to taxation in Poland on their worldwide income, including income earned abroad.
For internationally active managers, this creates a potential risk of double taxation. While double taxation treaties provide protective mechanisms, their application always requires a case-by-case analysis. In practice, not only do formal criteria matter, but also where decisions are actually made and where professional activity is concentrated.
Remuneration of the managing director and company obligations
The form of remuneration of a managing director is also relevant. Different tax consequences arise depending on whether the remuneration is based on appointment, an employment contract, or a management agreement.
In the case of foreign managing directors, it is particularly important to determine whether the remuneration should be taxed in Poland (for example, where the individual’s centre of life is located there) and whether the company has withholding or reporting obligations.
For the company, this means that caution is required. Incorrect determination of tax residency or the place of taxation may lead to tax arrears and disputes with tax authorities.
What does this mean in practice?
Decisions regarding place of residence, registration, or remuneration models should not be made solely for organisational reasons. Each of these factors may affect the tax status of the managing director as well as the company’s obligations.
In the case of a foreign managing director, the key issue is therefore not whether they are registered in Poland, but where their centre of interests is actually located and how their remuneration is structured. These elements determine the real legal and tax consequences for both the individual and the company.
