Yes, a foreigner can become a board member of a Polish limited liability company (sp. z o.o.). The key requirements are obtaining a PESEL number and, in most cases, having a work permit or other legal basis for working in Poland. Citizenship is not a legal barrier.
Can any foreigner be on the board of a Polish company?
Yes, Polish law does not impose restrictions based on citizenship. Both an EU citizen and a non-EU citizen can manage a Polish company, provided they meet specific formal requirements.
The most important thing is to have the legal capacity to act, which means being over 18 years old and not being legally incapacitated. Additionally, such a person cannot have a final conviction for specific crimes. However, administrative obligations, such as having a PESEL number, become crucial.
What is the most important formal requirement? (PESEL number)
The absolutely crucial requirement for any foreigner on the board is to have a Polish PESEL identification number. Without it, the registry court (KRS) will reject the application for appointment to the board.
The PESEL number is necessary for identification in official systems, including the National Court Register (KRS), the tax office, and ZUS (Social Insurance Institution). Obtaining it is one of the first steps that must be taken. At Progress Holding, we offer comprehensive support in obtaining a PESEL number for future board members. The cost of our service is PLN 500 net.
Does a board member from abroad need a work permit?
Yes, in most cases, performing the function of a board member by a non-EU foreigner is treated as performing work and requires obtaining a work permit. This obligation arises if the person physically performs their duties within the territory of Poland.
Exempt from this obligation are, among others, citizens of EU/EEA member states and Switzerland. For other foreigners, it is necessary to obtain a type A or B work permit. This process can be complicated, so it is worth using professional support. The Progress Holding team specializes in obtaining work permits for foreigners, ensuring a smooth passage through all procedures.
What are the duties and responsibilities of a board member?
A board member is responsible for managing the company’s affairs and representing it. They may also bear personal liability for the company’s debts if enforcement against the company’s assets proves ineffective.
This liability, defined in Art. 299 of the Commercial Companies Code, is a key aspect that everyone assuming this function must be aware of. It means that in the event of the company’s insolvency, creditors can claim their receivables from the personal assets of the board members. This is why knowledge of Polish regulations and diligent management of the company’s affairs are so important.
What does the process of appointing a foreigner to the board look like?
The process of appointing a new board member requires a resolution by the shareholders, followed by reporting this change to the National Court Register (KRS). The entire procedure must be precisely documented.
- Adopting a resolution: The shareholders’ meeting adopts a resolution to appoint the new person to the board.
- Consent and data: The new board member must give written consent to the appointment and provide their address for service.
- Submitting the application to KRS: An electronic application for a change of data in the KRS must be submitted, attaching all required documents, including a list of board members with their PESEL numbers.
Formal errors at this stage can significantly prolong the entire process. At Progress Holding, we offer a comprehensive service for handling changes in the KRS for PLN 1500 net, guaranteeing the correctness and speed of the submission.
Our data: The most common mistakes when appointing foreigners to the board
Based on our experience in serving over 500 companies with foreign capital, we have identified the mistakes that most often delay and complicate the process of appointing a foreigner to the board.
Mistake 1: Starting the procedure without a PESEL number
This is the most common formal error. About 60% of applications for a change in the board that come to us for verification after independent attempts are rejected by the KRS precisely because the candidate lacks a PESEL number. Obtaining a PESEL should be an absolute priority.
Mistake 2: Ignoring the work permit requirement
Many entrepreneurs assume that the function on the board itself is not “work” in the traditional sense. This is a mistake that can lead to serious legal consequences, including fines and problems with legalizing their stay. It should always be verified whether the person needs a permit.
Mistake 3: Incorrect address for service
A board member must provide an address for service in Poland or another EU country. Providing an address outside the European Union is an error and results in a call to correct formal deficiencies, which extends the proceedings by several weeks.
Frequently asked questions
Does a board member have to live in Poland?
No, a board member does not have to live in Poland. However, they must provide an address for service of correspondence within the territory of Poland or another European Union country. In practice, a virtual office address is often used for this purpose.
Does a board member have to speak Polish?
Polish law does not require a board member to know Polish. However, all official and court documents are in Polish. Therefore, in practice, the help of a sworn translator is necessary when signing important documents.
Does a board member from abroad pay taxes in Poland?
Yes, if a foreigner receives remuneration for serving as a board member in a Polish company, this income is generally subject to taxation in Poland. These issues may also be regulated by double taxation avoidance treaties.
How long does it take to register a new board member in the KRS?
The waiting time for the registration of a change in the National Court Register (KRS) depends on the workload of the specific court. Usually, this process takes from several weeks to even 2-3 months. Until the entry is made, the new board member can already act on behalf of the company.
Does a board member from the EU also need a work permit?
No, citizens of European Union member states, the European Economic Area, and Switzerland are exempt from the obligation to have a work permit in Poland. They can serve as board members without additional formalities in this regard.
Appointing a foreigner to the board of a Polish company is a straightforward process, provided that the key formalities are met. The most important things are to take care of the PESEL number and work legalization. Do you want to be sure that the entire process runs smoothly and without errors? Contact us at Progress Holding at +48 603 232 418 or by email at office@progressholding.pl.
