Year after year, the Polish market is becoming increasingly open to foreign investors. It is therefore useful to know what forms of business activity are permitted for foreigners in Poland and what particular issues require attention. Limited liability company, joint-stock company, or sole proprietorship? Or perhaps an association or foundation?
Can a foreigner set up a company in Poland?
Foreigners (including those from third countries) have many opportunities to conduct business in Poland in the form of capital companies (i.e., limited liability companies, joint stock companies, or simple joint stock companies). They can establish and manage companies according to the same rules as Polish citizens.
They may therefore be partners/shareholders in such companies, but may also serve as members of the management board or board of directors (in the case of a simple joint-stock company), or even as members of the supervisory board (in the case of a joint-stock company). It is important to note that sitting on these bodies or holding shares does not require the foreign national to have a specific residence permit. A residence permit is only necessary if the foreign national manages a company in Poland.
How to register a company in Poland as a foreigner?
A limited liability company (sp. z.o.o, PSA, or SA) can be established either by notarial deed or via the S24 system (this form is available for limited liability companies and PSAs). However, the S24 system requires an account in the system and an electronic signature or a qualified electronic signature, which often makes this option difficult for foreigners to use.
A capital company can be established in Poland by a representative, based on a notarized power of attorney (or even a signature certified by a notary, if this form is sufficient in the country where the power of attorney is granted). The physical presence of the foreign national managing the company in Poland is only required at the final stage, when opening a bank account for the company. This is because banks require (due to AML regulations) the physical presence of a member of the company’s board of directors to open a bank account in the company’s name.
The share capital of a limited liability company must be at least PLN 5,000. For a simple joint-stock company, it is PLN 1, while for a joint-stock company, it is PLN 100,000. The partners (shareholders) of the company may be both natural and legal persons, regardless of their nationality/registered office. Only natural persons may sit on the company’s board of directors.
Can any foreigner engage in self-employment in Poland?
Individual economic activity (JDG) is the most basic form of commercial activity in Poland. However, from the point of view of accessibility for foreigners, it has a significant limitation.
In summary, EU and EEA nationals, as well as other foreign nationals, may engage in business activities in the form of a sole proprietorship, but only if they have the appropriate residence permit.
Third-country nationals (outside the EU and EEA) may establish and manage a sole proprietorship only if they have, in particular: a permanent residence permit, a long-term residence permit in the EU, refugee status, subsidiary protection or a humanitarian residence permit, or a Polish card. The full list of residence permits allowing the establishment and operation of a sole proprietorship is set out in the relevant laws (in particular the Aliens Act or the Act on the rules for the participation of foreign entrepreneurs and other foreign persons in commercial trade).
The absence of appropriate residence status precludes the possibility of legally engaging in self-employment in Poland.
How can a foreigner set up a sole proprietorship in Poland?
An individual economic activity is created by registering with the Central Registration and Information on Economic Activity (CEIDG). The procedure for setting up a sole proprietorship is simple and does not usually require the assistance of a representative. Foreign nationals must have a PESEL number (although in some cases registration is possible without this number) and a residential address in Poland. The application must be submitted in Polish, but knowledge of this language is not mandatory to set up a sole proprietorship.
The application to register a JDG can be submitted online (however, this requires an appropriate electronic signature) or in person at the town hall/municipal office.
Can a foreigner establish a foundation in Poland?
A foreigner may establish a foundation in Poland under the same rules as a Polish citizen. Polish law does not make the establishment of a foundation contingent on the nationality or residence status of the founder. This means that even a foreigner residing outside Polish territory may be the founder (i.e., creator and “donor”) of a foundation operating in Poland.
Foreigners may also be members of the board of directors of a foundation or perform supervisory functions within a foundation. However, it should be borne in mind that in the case of employment within a foundation (or remuneration), particular attention should be paid to the legality of employing such a foreigner on Polish territory.
Can a foreigner establish an association in Poland?
The law on associations significantly restricts the rights of foreigners to establish and join existing associations.
A foreigner may only establish an association in Poland if they reside in Polish territory. This option is therefore not available to foreigners who are permanent residents of another country.
Foreigners residing outside Poland may only join existing associations whose statutes allow the participation of foreigners.
