LLC for a foreigner in Poland – Is a polish residential address required?

Establishing a limited liability company (Spółka z ograniczoną odpowiedzialnością – Sp. z o.o.) is the most popular way for foreigners, especially those from outside the European Union, to conduct business activity in Poland. This legal form is practically available to everyone, regardless of citizenship or place of residence. However, during the registration and operation of the company, an important question arises regarding addresses – does a foreigner who is a shareholder or a management board member need to have a Polish residential address?

LLC – A form open to foreigners

Firstly, it is worth emphasizing that Polish law generally does not restrict the possibility of being a shareholder or a management board member of an LLC based on a person’s citizenship or place of residence. A foreigner can be a founder, the sole shareholder, as well as the president or a member of the management board of a Polish LLC.

Residential address vs. address for service – key distinction

To answer the title question, we need to distinguish between two concepts:

• Residential Address (Adres zamieszkania): The actual place where a person lives day-to-day. For a foreigner, this can be an address in Poland, but it can equally be an address in their home country or another country where they reside.
• Address for Service (Adres do doręczeń): An address designated for official correspondence from courts and authorities in Poland. The purpose is to ensure the effective delivery of official documents (e.g., from the National Court Register – KRS, tax office).

Regulations require specific address information during the registration of the company and its bodies, but this does not always have to be a Polish residential address. The requirement to have an address for service becomes key.

Foreigner as a shareholder – what address requirements?

If a foreigner is a shareholder of an LLC:

• Residential Address: In the KRS application and the articles of association, they provide their actual residential address, which can be located abroad. There is no requirement to have a place of residence in Poland to be a shareholder.
• Address for Service/Proxy: Regulations concerning registration (KRS) and civil proceedings indicate that a person (including a shareholder) residing outside the European Union and not having an address for service within the EU must appoint a proxy for service in Poland, unless they have an electronic service address registered in the relevant system (which can be difficult for foreigners). If the shareholder lives in another EU country, they provide that address as the address for service. In practice, shareholders from outside the EU most often indicate the address of their legal representative (e.g., a law firm) as their address for service in Poland.

Foreigner as a management board member – mandatory address for service in Poland/EU

The situation is stricter for foreigners serving as management board members:

• Residential Address: Like a shareholder, a board member provides their actual residential address, which can also be located outside Poland.
• Address for Service: Here, the requirement is ABSOLUTE. According to the Commercial Companies Code (Art. 19a(5) KSH), every person representing the company (including a board member) must provide to the National Court Register their address for service located within the territory of the European Union.
  • Important: Appointing a proxy for service instead of providing an address in the EU is not sufficient here. This address must be indicated.
  • Consequences of Lacking an EU Service Address: Registering a board member in the KRS without providing such an address will be ineffective – the court will request completion of the missing information. Moreover, court/official correspondence sent to the provided service address (even if not collected) is deemed effectively delivered, which has significant legal consequences.

How to provide an address for service in practice?

If a foreigner (especially a board member) does not permanently reside in Poland or another EU country, how can they meet the requirement of having an address for service in the EU? There are several practical solutions:

• Using the address of a professional representative: A law firm or accounting office serving the company may (with their consent and often for an additional fee) provide their address as the address for service for the foreign board member.
• Virtual office services: Some companies offer an “address for service” service, including handling incoming correspondence (scanning, forwarding).
• Address of a trusted person: If the foreigner has a trusted person (family, friend) living in Poland or another EU country, they can, with that person’s consent, indicate their address as the address for service.

It is crucial that correspondence sent to the indicated address is actually received and promptly forwarded to the addressee.

Summary of address requirements

Scenario: addresses for a UK shareholder and an indian CEO

An LLC is being established in Poland. One shareholder, David, resides in London (outside the EU). The CEO (President of the Management Board) is Ravi, residing in Mumbai (outside the EU).

• David (Shareholder): Provides his London residential address in the KRS. Additionally, he must provide an address for service in the EU or appoint a proxy for service in Poland. He decides to use the address of a Polish law firm as the address for his proxy for service.
• Ravi (CEO/Board Member): Provides his Mumbai residential address in the KRS. He must also provide an address for service within the EU. He uses a virtual office service in Warsaw and provides that address as his address for service in the EU.

Professional assistance with formalities

Meeting address requirements, especially ensuring an address for service for a board member residing outside the EU, is crucial for the smooth registration and operation of the company. Our law firm offers assistance in this area:

• We help correctly fill in address details in KRS applications.
• We advise on appointing a proxy for service for shareholders from outside the EU.
• We assist in finding and collaborating with virtual offices offering address for service for board members.
• We ensure that all address formalities comply with KRS and KSH requirements.

In conclusion, to be a shareholder or a management board member of a Polish LLC, you do not need to have a Polish residential address. However, it is crucial to provide an address for service within the European Union, which is an absolute requirement, especially for board members. Careful planning of this issue will avoid registration problems and ensure smooth communication with Polish authorities.

(Please remember that the information in the article is general and mainly concerns LLCs. The Commercial Companies Code and the Act on the National Court Register specify the formal requirements. It is always worth consulting a specific case with a lawyer.)