Investment and commercial law Foreigner as a shareholder or management board member in a Polish company – what you should know

Introduction

An increasing number of foreign individuals and businesses are choosing to operate in Poland—either as shareholders or as members of the management board (e.g., CEO or board member) of Polish commercial companies.

In most cases, Polish law does not impose nationality-based restrictions. However, in practice, there are additional formal and organizational requirements worth considering before starting a business in Poland—along with areas where the corporate structure and processes can be designed more efficiently from the outset.

In this article, we highlight selected legal and practical issues relevant to anyone who plans to establish a company in Poland or take on a corporate role in a Polish entity.

Can a foreign person establish or run a company in Poland?

As a rule, foreigners may establish and conduct business activities in Poland on terms similar to those applicable to Polish citizens. Certain limitations may apply to non-EU nationals, in particular in regulated sectors.

The most commonly chosen legal form for foreign investors is a limited liability company (sp. z o.o.), which is comparable in many respects to a German GmbH or a UK Ltd.

The sp. z o.o. remains the most popular option due to its relative simplicity, flexibility, and the limitation of shareholders’ liability.

Important practical limitation: a single-member sp. z o.o. cannot be incorporated by another single-member limited liability company (e.g., a GmbH/Ltd). In such a case, when incorporating the company in Poland, a second shareholder must be involved (holding at least one share).

A branch of a foreign company in Poland is also possible; however, in typical business situations, it rarely proves to be the optimal solution (due to specific regulations, formal obligations, and a lack of clear advantages compared to a subsidiary company).

Foreigner as a Management Board Member

A management board member of a Polish capital company may be either an EU citizen or a non-EU national. Importantly, Polish regulations generally do not make eligibility to serve on the management board dependent on nationality.

In practice, however, certain technical and formal issues are crucial for efficient day-to-day operations—particularly:

• a PESEL number (Polish personal identification number; often required in dealings with public authorities and in electronic systems),
• a qualified electronic signature (usually necessary for signing documents efficiently and handling corporate filing obligations).

Serving on the management board may involve remuneration. Choosing the right cooperation model matters not only from an organisational perspective, but also from a tax perspective - therefore, it is advisable to plan this at an early stage.

Common arrangements include, for example:

• remuneration based on a shareholders’ resolution,
• a management contract (civil law agreement),
• an employment contract.

Formal and registration matters – what to consider at the start?

Establishing and operating a company requires appropriate documentation and an efficient approach to corporate filings.

In practice, the most important aspects include:

• properly drafting the articles of association (including representation rules),
• efficient document execution (including electronic signing),
• timely updates in the National Court Register (KRS) and compliance with other reporting obligations.

In many cases, arranging a PESEL number and an electronic signature for management board members at the preparation stage significantly improves the company’s ability to operate smoothly from day one.

Taxes and reporting obligations

Having foreign shareholders or management board members does not exempt the company from Polish tax obligations.

In addition, a foreign individual receiving income due to holding office or cooperating with the company may be subject to taxation in Poland, depending on the form of remuneration and the individual’s tax residency status.

It is also important to remember reporting obligations, including the requirement to register in the Central Register of Beneficial Owners (CRBR).

Immigration and right to work – relevant for non-EU/EEA nationals

Being appointed as a management board member and registered in KRS does not automatically grant the right to reside or work in Poland.

For non-EU/EEA nationals, separate regulations may apply regarding immigration status and the ability to perform professional activities (e.g., visa, residence permit, residence card). Therefore, before accepting a board position, it is recommended to verify the applicable requirements in advance.

Practical recommendations – how to avoid problems at the start?

In cross-border structures, it is worth securing the elements that most often determine how quickly the company can operate in practice:

• professional support (lawyer, tax adviser),
• an appropriate operating model (shareholding structure, representation rules, possible proxy/prokura),
• a qualified electronic signature and PESEL number for management board members,
• a well-planned management remuneration model.

A properly planned onboarding process saves time, reduces risk, and helps avoid costly mistakes.

Summary

Poland remains an attractive market for foreign investors and entrepreneurs. As a rule, foreign shareholders and management board members can operate in Polish capital companies without major legal barriers.

At the same time, it is worth remembering that in practice there are additional formal, registration, tax and (for non-EU/EEA nationals) immigration requirements that should ideally be planned in advance—before business operations begin.

Quick checklist: foreigner in a Polish company

• Do you have a planned corporate structure and representation rules?
• Do management board members have a PESEL number?
• Has a qualified electronic signature been arranged?
• Is the management board remuneration model tax-efficient and formally correct?
• Do non-EU/EEA nationals have the right to reside and perform activities in Poland?

Planning to enter the Polish market or take a management board role in a Polish company? We can help you structure the company, prepare the documentation, and set up the processes so your business can operate efficiently from day one.