Establishing a limited liability company (Sp. z o.o.) in Poland is a process relatively open to foreigners, both as shareholders and management board members. Nevertheless, the participation of a foreigner in the company structure involves the need to gather and present appropriate documents, concerning both the foreign individual themselves and the company registration process in the National Court Register (KRS). Below is a list of key documents to keep in mind.
Documents concerning the foreigner as a shareholder (natural person)
If a foreigner is to become a shareholder of a Polish LLC:
- Identity Document: The basis is a copy of a valid passport. In some cases, another document confirming identity and legal stay (e.g., a residence card, if the foreigner already possesses one) may be acceptable.
- Personal Data: Full shareholder details are needed for the articles of association and the KRS application: first names, surname, parents’ names, address of residence abroad, passport number or PESEL (if held).
- Address for Service in Poland/EU: The foreigner must indicate an address for service in Poland or another European Union country or appoint a proxy for service in Poland. This is a formal KRS requirement.
- PESEL Number: Having a PESEL number by a foreign shareholder is not mandatory for the company registration itself. If they don’t have one, the date of birth is provided in the applications. However, PESEL is very useful for the later functioning of the company (e.g., for CRBR reporting, tax settlements, dealings with authorities).
Documents concerning the foreigner as a management board member (natural person)
If a foreigner is to serve as a management board member:
- Identity Document and Personal Data: Similar to a shareholder – copy of a valid passport and full personal details.
- Address for Service in Poland/EU: Mandatory.
- PESEL Number: As mentioned above, although there is no formal statutory requirement for a board member to have PESEL, in practice it is almost essential for effective registration in the KRS (IT systems often require it) and for later functioning in this role (e.g., obtaining an electronic signature). If the foreigner does not have PESEL, steps should be taken to obtain it (e.g., applying at the municipal office based on holding the board position).
- Consent to Appointment and Signature Specimen: A board member must consent to their appointment. Often, submitting a signature specimen (notarized or made in the presence of a judge/court employee) is also required.
- Statement on Foreigner Status: Information about the foreigner’s status as a member of the body is provided in the KRS application.
- Declaration of No Criminal Record: Board members often have to submit a declaration confirming they have no final conviction for specific economic and fiscal offenses.
Note: The issue of whether a board member needs a Work permit in connection with performing a specific function or another work authorization is a separate matter and depends on their residence status, the actual scope of duties, and the duration of stay in Poland.
Documents concerning a foreign company as a shareholder (legal entity)
If a company registered abroad is to be a shareholder in a Polish company:
- Current Excerpt from the Relevant Commercial Register: A document confirming the existence of the foreign company, its legal form, registered office, method of representation, and persons authorized to represent it.
- Sworn Translation: The aforementioned register excerpt must be translated into Polish by a sworn translator.
- Apostille or Legalization: The register excerpt document must be certified with an Apostille clause (if the company’s country of origin is party to the Hague Convention) or legalized by a Polish consul in that country (if not party to the Convention).
- Foreign Company’s Articles of Association/Statute: Sometimes the authorities may also require the submission of the foreign company’s articles or statute (also with translation and certification).
- Documents of Representatives: Copies of passports of the individuals authorized to represent the foreign company when signing the Polish company’s articles of association or granting powers of attorney.
Documents related to the company registration in KRS itself
Regardless of foreign participation, standard documents are needed to register an LLC in the KRS:
- Articles of Association (Umowa Spółki z o.o.): Usually in the form of a notarial deed (or printout from the S24 system if registered this way). Must contain shareholder data.
- List of Shareholders.
- Management Board’s Declaration on Capital Contribution.
- List of Management Board Members with their personal data and addresses for service.
- Details of Supervisory Board/Audit Committee members (if appointed).
- Proof of Payment of Court Fees for KRS entry and for the announcement in the Official Court and Economic Gazette (Monitor Sądowy i Gospodarczy – MSiG).
- Completed KRS Registration Application Forms.
Key issues: translations and certifications
When preparing documents involving foreigners, remember two key formal requirements:
- Sworn Translations: All documents drafted in a foreign language (e.g., civil status records, register excerpts, powers of attorney) must be translated into Polish by a sworn translator listed in Poland.
- Apostille or Legalization: Foreign official documents (including notarial deeds, register excerpts) require certification of their authenticity. This is done through:
- Apostille: For documents from countries party to the 1961 Hague Convention.
- Legalization: For documents from other countries (a more complex procedure involving authorities in the country of origin and the Polish consul).
Scenario: what documents did the company from the previous example need?
Referring back to the example of the company with a German shareholder and a Ukrainian president:
- From the German company Y GmbH (shareholder): Current excerpt from the German Commercial Register (Handelsregisterauszug) + Apostille obtained in Germany + Sworn translation into Polish.
- From Mr. Ivan (president, Ukrainian citizen): Copy of passport, PESEL UKR number, indication of address for service in Poland.
- For KRS: Articles of Association (e.g., notarial deed), list of shareholders (indicating Y GmbH), declaration on capital, list of board members (indicating Mr. Ivan with address), proof of fees, KRS forms.
Legal assistance in compiling documentation
Gathering and properly preparing all documents, especially those originating from abroad (with translations and certifications), can be complex. Our law firm offers assistance in this area:
- We identify the specific set of documents required in your situation.
- We verify the formal correctness of foreign documents.
- We coordinate the process of obtaining sworn translations.
- We advise on Apostille or legalization matters.
- We prepare complete KRS registration applications involving foreign participation.
Establishing a company with foreign participation in Poland is a regulated process that requires diligence in gathering documentation. Correctly preparing all formalities from the very beginning helps avoid delays and problems in registration and the subsequent operation of the company.
(Please remember that document requirements may slightly vary depending on the registration court (KRS) and the individual situation of the company and the foreigners involved. The information in the article is general and does not constitute legal advice. Always consult with a lawyer or advisor.)
