Company law, company formation, restructuring Setting up a Polish LLC with foreign shareholders and directors
Can foreign shareholders establish an LLC in Poland?
Yes. Foreign natural and legal persons can be shareholders of a Polish limited liability company (PL: spółka z ograniczoną odpowiedzialnością, in short: sp. z o.o.). This applies to both EU and non-EU nationals.
The incorporation of a sp. z o.o. by a foreign company is also possible, provided the foreign company is duly incorporated, its existence can be proven, and it is not a single-member limited liability company itself. The legal status of foreign legal entities, e.g., a corporation, is governed by the law of the state in which the company has its registered office.
What documents do foreign shareholders need?
The required documents depend on the shareholder's legal form.
Natural persons:
- Copy of passport or ID card
- Address and date of birth
- Certified translations into Polish, where applicable
Legal entities:
- Current extract from the commercial register
- Articles of association or partnership agreement
- Proof of authorization to represent the company
- Certified translations into Polish
Can foreigners become managing directors in Poland?
Yes. Foreign nationals can also act as managing directors of a Polish LLC. Neither residence nor citizenship needs to be in Poland.
The managing director can perform their duties entirely from abroad, provided the organizational obligations are met.
Residency and employment law aspects
There are no special residency requirements for EU nationals. For third-country nationals, a residence permit may be required if the activities are physically carried out in Poland.
The mere holding of a corporate office as a managing director does not automatically create an employment relationship.
Tax aspects for foreign shareholders and managing directors
Foreign shareholders are generally subject to taxation in their state of residence. However, dividend distributions from Poland may be subject to withholding tax.
For managing directors, the question arises as to which state the remuneration is taxable in. Double taxation agreements play a central role here.
Specifics regarding incorporation by German entrepreneurs
Many clients wonder whether they can incorporate as a German national. This is easily possible. German nationals and companies regularly establish sp. z o.o.s in Poland.
Special attention should be paid to:
- proper documentation
- tax structuring
- avoiding permanent establishment (PE) risks
- clear separation between the German and Polish companies
Liability and duties of foreign managing directors
Foreign managing directors are subject to the same duties as Polish managing directors.
These include:
- proper management
- compliance with tax obligations
- timely filing for insolvency
- compliance and documentation obligations
Ignorance of Polish law does not protect against liability.
Common mistakes made by foreign founders
Typical mistakes include:
- incomplete or incorrectly translated documents
- lack of advance tax planning
- underestimating the managing director's liability
- mixing private and corporate finances
These mistakes can be avoided through professional support.
FAQ – Frequently Asked Questions
Does the managing director have to live in Poland?
No. A residence in Poland is not required.
Is a Polish bank account strictly necessary?
Yes. A corporate bank account in Poland is required for the LLC.
Can a foreign holding company be the sole shareholder?
Yes. A foreign company (except for a single-member LLC) can be the sole shareholder of a sp. z o.o.
Conclusion: Proper preparation for foreign shareholders and managing directors
The participation of foreign shareholders and managing directors in Polish companies is clearly regulated by law and easy to implement. Crucial factors include proper documentation, tax planning, and a clear understanding of the obligations.
Those who take these points into account can securely and efficiently incorporate or manage a Polish LLC.
