Foreigners business in Poland – how a foreigner may run a business  or a company in Poland? Q&A

blog INLEGIS Kancelarie Prawne

Many entrepreneurs from abroad thinks about investing and running companies outside of their own countries. Some of them invests their money in Poland. According to polish General Statistical Office (Główny Urząd Statystyczny) in 2020 there were about 23,2 thousand enterprises with foreign investment, which was worth 215 billions PLN. About 54.1 % of that capital was inside companies that hires 250 people or more. Most of them are working in trade, many are involved in car repairs (26.7%), however most of the investments (38.1%) are located in industrial manufacture. 

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    Can foreigners run a business in Poland?

    Yes, foreigners may run a business in Poland, however not everyone of them. Foreigner, who wants to be an entrepreneur in Poland, needs to be a citizen of the European Union or a country that is a part of EFTA or other international agreement with the EU or Poland that regulates freedom of enterprises.

    The other group are these foreigners, who may run an enterprise like a citizen of Poland, such as these who have residence permit, long-time residence permit for EU citizen, temporary residence permit for students or for reunion with family. The same rights have refugees and those who are under other forms of international protection – humanitarian stay, tolerated stay, temporary protection and those who have “Karta Polaka”. 

    Which foreigners may run a business of any kind in Poland? 

    Citizens of EU, European Economic Area, USA, Swiss and those who are enumerated above may run a business just like individual enterprises and be an associate in a company, just like citizen of Poland. 

    Is there any other possibility of running a business in Poland?

    Yes, a foreigner who is not enlisted above may be associate in a limited partnership, limited joint-stock partnership, limited liability company or a stock-offering company.

    Can a foreigner set up a company in Poland?

    Yes, any foreigner can set up a limited liability company in Poland. He or she may be in a board of directors, but doesn’t have to. Company may be registered through Internet from any place of the Earth, so it is possible to run a business in Poland and never appear on polish soil. What is worth mentioning – running this kind of company does not mean that foreigner has right to stay in Poland. 

    Who may set up a company? Can legal person set up a limited liability company? 

    A company may be set up as well by people or legal person, no matter of his or her citizenship or registered office.

    How to set up a limited liability company?

    Firstly, you need to enter into a contract – articles of partnership, or how it is called in Poland “contract of company” (pl. umowa spółki). Such a contract may be set up by one or more partners, however a one-person limited liability company cannot set up another liability company. This contract needs to be in form of notarial act, which requires to pay a visit to a notary but you can do it via Internet if you have ePUAP or qualified electronic signature (QES).

    How I can get qualified electronic signature (QES)?

    You can buy qualified electronic signature (QES)  from certified sellers. List of them can be found on National Certification Centre: http://www.nccert.pl

    How can I get ePUAP account?

    Access to ePUAP is granted for those who have Trusted Profile. It helps to fulfil many official matters via Internet. You can have it through your bank account, QES or through those entrepreneurs who can verify Trusted Profile (you can check list here: https://pz.gov.pl/) .

    How can I get PESEL number?

    If you want to have Trusted Profile you need to have PESEL number, which is polish individual number for every citizen. You can get one in office of gmina (smallest polish administrative region), where you live, where you work or in the office of  Śródmieście District of Warsaw city (Nowogrodzka 43 street) – for those foreigners who don’t work or their employee has registered office abroad. 

    How to register a company in KRS?

    Every company needs to be registered in National Krajowy Rejestr Sądowy, which is polish National Court Register. You have 6 months to do so after a contract of company is set up. Since 1st July 2021 you can do it only online, so you need to have account in S24 system. 

    In application you need to point out:

    • company name, registered office and address of the company,
    • subject of the company’s activity,
    • the amount of share capital,
    • determining whether a shareholder may have more than one share,
    • surnames, first names and addresses or addresses for electronic delivery of management board members and the manner of representing the company,
    • if the partners make in-kind contributions to the company – indication of this circumstance,
    • duration of the company, if specified,
    • if the contract specifies a letter intended for the company’s announcements – designation of this letter.

    In addition, the application must be accompanied by appropriate attachments:

    • a declaration of all members of the management board that all contributions have been made in full by all shareholders,
    • a list of partners with the first and last name or company name and the number and nominal value of the shares of each of them, and if the company has a sole shareholder, indicate also his address for service,
    • a list including the name and surname with an address for service or the business name and seat of members of the bodies or persons authorized to appoint the management board,
    • surnames, first names and addresses of management board members or proxies,
    • a document on the appointment of members of the company’s governing bodies, if it is not stipulated in the notarial deed containing the articles of association,
    • a declaration by the members of the management board or proxies that they consent to their appointment,
    • power of attorney with proof of payment for the power of attorney – if the application is submitted by a representative.

    The next step is for the partners to make contributions to cover the share capital (at least PLN 5,000). Subsequently, a management board should be appointed and a supervisory board or an audit committee should be established, depending on the articles of association. The last step is entry in the register of entrepreneurs of the National Court Register.

    Do you have to register the company in person?

    No, the company can be registered in person as well as acting through an attorney-in-fact. The power of attorney to register the company must be signed by all members of the company’s management board.

    Read more: Lawyer in Poland

    Zapraszamy do kontaktu z Kancelarią (tel.: +48 71 729 21 50 lub e-mail: kancelarie@inlegis.pl) - reprezentujemy klientów na terenie całej Polski.