Are you planning to start a business activity in Poland, but you are currently abroad and wondering if you can register a company remotely, without having to travel? The answer is: yes, it is possible, especially for the most popular form chosen by foreigners, the limited liability company (Spółka z ograniczoną odpowiedzialnością – Sp. z o.o.). However, it requires using specific procedures and tools.

Does a foreigner have to be in Poland to set up a company?

As a rule, to become a shareholder in a Polish limited liability company or joint-stock company, a foreigner does not need to be physically present in Poland. The registration of the company itself can be done remotely. However, it should be remembered that later stages, such as opening a corporate bank account or legalizing your own stay in Poland (if you plan to live here and manage the company), may already require personal presence.

There are two main methods for remotely setting up an LLC by a foreigner residing abroad:

Method 1: online registration via the S24 system

• What is S24? It is a special portal of the Ministry of Justice (available at ekrs.ms.gov.pl) that allows for the quick registration of a limited liability company online. The process is based on filling out an electronic application and using a template articles of association (standard template).
• Main Requirement: Polish Electronic Signature or Trusted Profile: To use S24, all persons signing the application and the articles of association (i.e., shareholders and management board members, if appointed immediately) must have a valid Polish qualified electronic signature OR a Trusted Profile (Profil Zaufany – ePUAP).
• Challenge for Foreigners Abroad: And here lies the main difficulty. Obtaining a Polish qualified electronic signature or a Trusted Profile while being abroad and having no prior connections to Poland (e.g., PESEL number, Polish bank account) is often very difficult or impossible. A Trusted Profile can sometimes be confirmed at a Polish consulate, but the availability of this service is limited. A qualified signature usually requires physical identity verification.
• When is S24 Possible Remotely? This method is realistic mainly for foreigners who already possess the required Polish e-signature/profile (e.g., obtained during a previous stay in Poland) or have the possibility of obtaining/confirming it remotely, which is rare for individuals starting “from scratch” from abroad.

Method 2: registration via a representative (power of attorney)

• The Most Common and Reliable Solution: For most foreigners residing abroad, the surest way to remotely establish a company is by acting through a representative (pełnomocnik) in Poland. This can be a lawyer, consultant, or another trusted individual or legal entity.
• How Does It Work? You, as the future shareholder and/or board member, grant a power of attorney to a person in Poland who will perform all necessary registration activities on your behalf.
• Power of Attorney (PoA) – The Key Document:
  • The PoA must precisely define the scope of authorization, e.g., to sign the articles of association before a notary, submit the KRS application, file with authorities.
  • Form: Usually, a power of attorney to establish an LLC (especially if the articles are in the form of a notarial deed) requires the form of a notarial deed itself or at least written form with a notarized signature.
  • PoA Signed Abroad: If you sign the power of attorney before a notary or other authorized body in your country, for it to be valid in Poland, it must be:
    • Affixed with an Apostille clause: If your country is a party to the 1961 Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (applies to many countries).
    • Legalized: If your country is not a party to the Hague Convention, the power of attorney requires so-called legalization, i.e., certification by relevant authorities in your country and by the Polish consul in that country.
    • Translated into Polish: The entire power of attorney document, along with the Apostille/legalization, must be translated into Polish by a sworn translator.
• Process: You execute the PoA abroad (ensure Apostille/legalization) -> Send the original to the representative in Poland -> The representative commissions a sworn translation -> The representative, acting on your behalf, goes to a Polish notary (if required for the articles of association), signs the articles, and submits the application to the KRS along with the PoA and its translation.
• Advantages: Reliable method, commonly used, avoids the need for a Polish e-ID, allows for customized articles of association (unlike the S24 template).
• Disadvantages: The process is slower and potentially more expensive than S24 (foreign notary fees, Apostille/legalization costs, courier services, sworn translator, Polish notary, court fees).

Comparison of methods: S24 vs. representative

Other formalities related to remote company setup

• Bank Account: Opening an account remotely for a newly registered Polish company with foreign ownership/management can be very difficult. Most banks require a personal visit by a board member to a branch. Sometimes action via a representative is possible, but requires special, broad powers of attorney and few banks agree to it. This should be planned as a separate step, likely requiring a visit to Poland later.
• Registered Office Address: The company must have a registered address in Poland. Virtual office services are often used initially.
• NIP, REGON, ZUS, VAT: These registrations can usually be handled on behalf of the company by the representative or an engaged accounting office.

Remember: company registration ≠ residence legalization!

We emphasize again – the fact of remotely registering an LLC in Poland does not automatically grant you the right to come and live in Poland. If you plan to come to Poland to manage the company or work in it, you will need to obtain the appropriate visa, and then a residence permit (e.g., for the purpose of conducting business activity or performing work on the board), which will require your presence in Poland and meeting additional conditions.

Scenario: US investor sets up company via representative

John, an entrepreneur from the USA, wants to set up an LLC in Poland to coordinate his European operations. He does not have a Polish electronic signature.

1. He contacts a Polish law firm specializing in corporate services.
2. He grants a Power of Attorney to a lawyer from the firm, signing it before a US notary public, authorizing the lawyer to establish the LLC.
3. He obtains an Apostille for the PoA from the relevant US state authority.
4. He sends the original apostilled PoA to the law firm in Poland.
5. The firm commissions a sworn translation of the PoA.
6. The lawyer-representative, acting on John’s behalf, signs the articles of association before a Polish notary and submits the application for company registration to the KRS.
7. The company is registered. The law firm helps arrange a virtual office address and contact with an accounting office.
8. John plans a trip to Poland later to personally open a bank account for the company and, if he wants to live here and manage the company, apply for the appropriate residence permit.

How can we help with remote company setup?

If you are abroad and want to establish a company in Poland, our law firm can provide comprehensive support:

• We will advise on choosing the optimal legal form.
• We will guide you through the process of obtaining a correct Power of Attorney (specifying requirements regarding content, form, Apostille/legalization).
• We will act as your representative in Poland, signing the articles of association and submitting the application to the KRS.
• We will help complete other registration formalities (NIP, REGON, ZUS, VAT).
• We will advise on the subsequent steps for residence legalization for you as an entrepreneur or board member.

Setting up a company in Poland from abroad is possible, although it requires careful planning and completion of formalities, especially related to the power of attorney. The method involving a representative is usually the most practical solution. Contact us to safely and efficiently start your business on the Polish market.

(Please remember that the information in the article is general and mainly concerns setting up an LLC. Procedures and requirements may vary depending on the country you are in and possible changes in the law. It is always worth consulting with a lawyer or notary.)