A foreigner in a Polish sp. z o.o.: shareholder, board, PESEL and signature

A foreigner can be a shareholder and management board member of a Polish sp. z o.o. regardless of citizenship and without a PESEL number. You can open a company in Poland online in S24, but a person without a PESEL signs the documents with a qualified electronic signature, because the Trusted Profile (Profil Zaufany) requires that number. The same signature rules apply when you buy a ready-made company in S24. A stake in a company does not, however, give you the right to live or work in Poland in itself.

This legal form is therefore far more open than a sole proprietorship, but a few matters need preparing in advance. This article reflects the law as of 4 November 2026. We cover, in turn, the right to hold shares, the PESEL, the signature, sitting on the management board, residence and obligations after the entry.

Can a foreigner register a company in Poland

Yes, and citizenship only affects the other forms of business available to you. The rules are set by art. 4 of the Act on the Participation of Foreign Entrepreneurs in Business Trading (in Polish). A foreign person outside the privileged groups may operate in Poland only through the companies listed in the Act, but the sp. z o.o. is among them, and the provision expressly allows them to take up and acquire its shares as well (art. 4(3)).

Example: a non-EU citizen who lives outside Poland and has no residence status here generally cannot set up a sole proprietorship, but can be the sole shareholder and president of a Polish sp. z o.o. We compare the two forms in more detail in sp. z o.o. or sole proprietorship.

Do you need a PESEL to run a company

No. If a person entered in the KRS is not required to have a PESEL, the register shows their first name, surname and date of birth (art. 35(1) of the KRS Act, in Polish). The beneficial owner filing works the same way: instead of a PESEL you give the date of birth, as well as citizenship and country of residence (art. 59(2) of the Anti-Money Laundering Act, in Polish). The S24 form also works without a PESEL.

In the application, the company declares whether it is a foreigner within the meaning of the Act on the Acquisition of Real Estate by Foreigners (in Polish) and, if so, whether it owns real estate in Poland (art. 19c of the KRS Act). A Polish company counts as a foreigner in this sense when foreigners control it, for example by holding more than 50% of the votes (art. 1(2) and (3) of that Act). It is simply information, not a permit. A PESEL number is, however, useful for the Trusted Profile, as explained below.

Qualified signature and registering a company in S24

Registering a company online requires three things from every signatory: an S24 account, an accepted electronic signature and details that allow them to be identified. A computer and internet connection alone are not enough. The template articles are signed with a qualified, trusted or personal signature (art. 157¹ § 2 KSH, in Polish). In practice, this looks as follows:

• The Trusted Profile requires a PESEL, so it is not available to a person without that number.
• The personal signature is tied to a Polish identity card, so it is usually not an option.
• A qualified signature remains the route for a person without a PESEL. You buy it from a certified provider, who verifies your identity. Before buying, make sure the signature works in S24.

Each shareholder creates their own account and signs personally. The S24 forms and documents are in Polish, so a person who does not speak the language should have someone to help. The whole procedure is described in registering a sp. z o.o. in S24 step by step.

The other route is a notary. The articles are then concluded as a notarial deed, also through a proxy, and for a person who does not speak Polish the notary usually requires an interpreter. The court fee is then PLN 500 instead of PLN 250, plus the notary’s fee. The differences are described in our guide on how to register a company in Poland.

VKANCELARIA can prepare the S24 documents for you as part of company registration for PLN 999 net. The signatures and the S24 account always remain with each shareholder, however, and the applicant is your company.

Buying a ready-made company as a foreigner

Art. 4(3) of the Act expressly covers the acquisition of shares too, so buying is just as available as setting up a company. The companies in our offer were set up in S24, so the purchase takes place online in S24, without a notary. A qualified electronic signature or a Trusted Profile is enough, because the agreement is signed in S24. If you have your own proxy, you can buy the company through them at no extra cost. Details are in our article on buying a ready-made company, and current companies are on the list of ready-made companies.

Real estate is a separate matter. A foreigner acquiring shares needs a permit from the Minister of the Interior when the company owns or holds perpetual usufruct of real estate in Poland and thereby becomes, or already is, a controlled company (art. 3e of the Act on the Acquisition of Real Estate by Foreigners). The provision does not apply to companies without real estate. A later purchase of real estate by a company controlled by foreigners may also require a permit (art. 1), with simplified rules for citizens and businesses from the EEA and Switzerland (art. 8). Check this before signing the agreement.

A foreigner on the management board of a sp. z o.o.

A board member can be any natural person with full legal capacity who is not subject to the ban in art. 18 KSH. The law does not require Polish citizenship, residence in Poland or knowledge of the language. A few things are worth remembering, though.

• Address for service. The board member gives it in a statement filed with the KRS (art. 19a(5) of the KRS Act). If the address is outside the EU, a proxy for service in Poland must be appointed (art. 19a(5a)).
• Liability. Citizenship does not change it, and a board member is liable for the company like anyone else.
• Taxes. A company with its registered office in Poland is a Polish CIT taxpayer on all its income (art. 3(1) of the CIT Act, in Polish), even when its president runs it from abroad.
• Communication. Letters from public offices and courts are in Polish, so it is worth having regular contact with someone who will read them and keep track of deadlines.

Residence and work: what the company does not solve

Setting up or buying a company does not give you a right of entry or residence. These are separate matters that depend on your citizenship and how much time you will spend in Poland. A person running the company from outside Poland does not need a Polish work permit, because the law links sitting on the board with being present in Poland (art. 2 and 6(1)(2) of the Act on the Conditions for Entrusting Work to Foreigners, in Polish). EU and EEA citizens enjoy free movement of persons. For citizens of other countries, the following rules apply:

The residence permit is linked to the company’s results. The company should achieve income of at least 12 times the average monthly salary in the voivodeship, or employ at least two people on permanent full-time contracts for a year, or show funds or activities that will allow it to meet these conditions in the future (art. 142(1)(3)). Registering the company alone is not enough. In these matters it is worth getting help from a lawyer specialising in immigration law.

Obligations after the entry when nobody in the company has a PESEL

The company’s usual obligations are the same, but the PESEL comes back in a few places. The financial statements are the most common surprise. The filing with the KRS must be signed by a person whose PESEL is disclosed in the register, or by an advocate or attorney-at-law holding a power of attorney (art. 19e(2) and (3a) of the KRS Act), and the free filing route does not work without a representative with a PESEL. The solution is an advocate or attorney-at-law with a power of attorney, a commercial proxy (prokurent) with a PESEL disclosed in the KRS, or a paid application. We explain this in our article on financial statements.

It is also worth deciding where the company will have its address, because a foreigner often has no premises in Poland. The company can use a virtual office, which we cover in our article on the registered address of a sp. z o.o. If you want to have the documents prepared for you, start with our company registration in Poland page.