The presence of foreign capital and foreigners in the management bodies of Polish companies (especially limited liability companies) is a common phenomenon. Polish law is relatively open to foreign investors and managers. However, the involvement of foreigners – whether as shareholders/partners or management board members – requires the company itself to fulfill specific formalities. What should be kept in mind?
Foreigner as a partner/shareholder – Registration and changes
Regarding the possibility of being a partner (in a Sp. z o.o.) or shareholder (in an S.A.), Polish law is very liberal.
- Availability: As a rule, any foreigner, regardless of their citizenship or residence status in Poland, can freely acquire and hold shares in Polish capital companies (Sp. z o.o., S.A.). There are no special restrictions here.
- Formalities during Company Registration:
- Details of the foreigner as a shareholder (name, surname, address, sometimes passport number or other identifier) must be included in the company’s articles of association and the registration application to the National Court Register (KRS).
- A foreigner who is a shareholder must provide an address for service in Poland or the European Union or appoint a proxy for service in Poland.
- If the shareholder is a foreign legal entity (company), it will be necessary to present current registration documents of that company (e.g., an excerpt from the foreign commercial register) along with their sworn translation into Polish and legalization or an Apostille clause.
- Formalities for Transferring Shares: If a foreigner buys or sells shares in an existing Sp. z o.o., this requires concluding an appropriate agreement (for Sp. z o.o., usually in writing with notarized signatures). Changes in the shareholder structure must be recorded in the company’s share ledger (księga udziałów) and, if they affect data disclosed in the KRS, reported to the register.
Foreigner as a management board member – appointment and requirements
The situation becomes more complex when a foreigner is to serve on the company’s governing bodies, most often as a management board member.
- Appointment: A foreigner is appointed to the management board by a resolution of the shareholders (in Sp. z o.o.) or the supervisory board (in S.A., if the statute provides). The appointment of a new board member (including a foreigner) must be reported to the KRS.
- PESEL for a Board Member: Regulations do not directly require a board member (foreigner) to have a PESEL number. However, in practice, having one is very necessary or even essential for effectively registering them in the KRS (forms often require this number) and for handling many official matters in Poland (e.g., obtaining an electronic signature, dealing with ZUS or the tax office). If the foreigner does not have a PESEL, an application often needs to be made for its assignment (e.g., based on holding a position on the board).
- Work permit related to performing a specific function: This is a key and often complex issue.
- When is it needed? A work permit is generally required if the foreigner (non-EU/EEA/Swiss citizen) is to perform duties on the management board of a company based in Poland AND resides in the territory of Poland for a period exceeding a total of 6 months within any consecutive 12 months.
- Work permit related to performing a specific function: A special type of work permit intended for foreigners performing functions on management boards of legal entities entered in the register of entrepreneurs. The company applies for this permit to the Voivode. Obtaining it often involves the company meeting additional conditions (e.g., regarding income, employment).
- Exemptions: Foreigners holding, among others, a permanent residence permit, EU long-term resident permit, refugee status, subsidiary protection, spouses of Polish citizens (with an appropriate residence permit), or holders of the Pole’s Card are exempt from the obligation to hold a work permit.
- Single Permit: A foreigner may also obtain a temporary residence and work permit (single permit) that includes consent to perform functions on the management board – in this case, a separate work permit is not needed.
- Conclusion: The need for a work permit for a foreign board member must always be analyzed individually, considering their residence status, planned duration of stay in Poland, and scope of duties.
- Address for Service: Like a shareholder, a foreign board member must also provide an address for service in Poland or the EU.
Registration in CRBR (Central Register of Beneficial Owners)
Most Polish companies (including Sp. z o.o. and S.A.) are obliged to report information about their beneficial owners (i.e., natural persons exercising control over them) to the Central Register of Beneficial Owners (CRBR).
- If the beneficial owner of the company is a foreigner, their details, including PESEL number (if held) or date of birth (if no PESEL), must be reported. The reporting obligation rests with the company.
Other key formalities (NIP, REGON, ZUS, VAT)
It should be remembered that the company itself, regardless of the nationality of its shareholders or board members, must complete standard registration and tax formalities:
- Obtain NIP (Tax Identification Number) and REGON (statistical number).
- Register as a ZUS contribution payer if it employs workers (or if board members are subject to insurance, e.g., under an employment contract or appointment under specific rules).
- Register as a VAT taxpayer if required or chosen.
Scenario: LLC with a german shareholder and a ukrainian president
Polish company X establishes a limited liability company (Sp. z o.o.). Its shareholder is the German company Y GmbH. A Ukrainian citizen, Mr. Ivan, residing in Poland under the UKR status (Special Act), is appointed as the President of the Management Board.
- KRS Registration: Company X must attach the registration documents of the German company Y GmbH (translated and with an apostille) to the KRS application. It must provide Mr. Ivan’s details as president, including his PESEL UKR number.
- President’s Work: Mr. Ivan, as a Ukrainian citizen covered by the special act, generally does not need a work permit to serve as president (even if staying in PL > 6 months/year). However, Company X must notify the PUP about entrusting him with work (performing the function) within 14 days of commencement. If he were not under the Special Act, a work permit related to performing a specific function might be needed unless exempt.
- CRBR: Company X must report the beneficial owners to the CRBR (likely the natural persons behind the German company Y GmbH, unless Mr. Ivan is also one).
- Ongoing: The Sp. z o.o. obtains NIP, REGON, registers with ZUS and VAT according to standard procedures.
How can a law firm help a company with foreign participation?
Formalities related to the participation of foreigners in Polish companies can seem complex, especially regarding requirements for board members. Our law firm offers support:
- With the registration of companies involving foreign shareholders (individuals and legal entities).
- In the process of obtaining PESEL numbers for foreign board members.
- In analyzing the work permit requirement for board members.
- In preparing and submitting applications for work permit related to performing a specific function.
- With guidance regarding CRBR reporting.
- In ensuring ongoing legal compliance for companies with foreign capital/management.
The presence of foreigners in the ownership or management structure of a Polish company is fully legal and often beneficial. However, completing all required formalities, especially those concerning board members, is key. Contact us to ensure the proper functioning of your company.
(Please remember that the information contained in the article is general and mainly concerns Sp. z o.o. Regulations, especially regarding work permits for board members, can be complex and depend on the individual situation. It is always advisable to consult a lawyer.)
