A guide to legal requirements for foreign directors in a Polish company

As businesses become increasingly global, it’s common for Polish companies, especially those with foreign capital, to appoint non-Polish citizens to their leadership teams. Serving on the management board in Poland is a role with significant responsibility, and for foreign nationals, it comes with a specific set of legal and administrative considerations. Understanding these rules is crucial for both the company and the individual director to ensure full compliance.

Appointing the right leadership is a fundamental part of the process to open a company in poland, and for directors who are not Polish citizens, there are specific rules and responsibilities to understand from the very beginning. This guide breaks down the key questions and requirements for foreign directors in a Polish company, covering residency, work permits, liability, and the role of a PESEL number.

Can a foreigner be on the management board of a Polish company?

Let’s start with the most fundamental question: Yes, absolutely. Polish law places no restrictions on the nationality of members of a company’s management board (Zarząd). A citizen of any country in the world can be appointed as a director of a Polish Limited Liability Company (Sp. z o.o.) or Joint-Stock Company (S.A.).

Furthermore, there are generally no mandatory residency requirements to simply hold the position. A director can be formally appointed and carry out their corporate duties while residing outside of Poland. This flexibility is a key advantage for international companies that want to have representatives from their parent company on the board of their Polish subsidiary.

Do you need a work permit or visa to be a director?

This is one of the most nuanced and critical aspects of the legal requirements for directors. The answer depends on the nature of the director’s role and their citizenship.

The key distinction lies between simply „holding a function” and actively „performing work” in Poland.

• Holding the corporate function: If a director’s role is limited to purely corporate duties—such as signing resolutions, attending shareholder meetings (which can often be done remotely), and overseeing the company from abroad—and they do not receive a monthly salary for this, they typically do not need a work permit. They are merely fulfilling their statutory role as a board member.
• Actively performing work: If the director is involved in the day-to-day management of the company *while physically present in Poland*, and receives regular remuneration (a salary) for these activities, Polish law considers this to be performing work.

When a work permit and residence permit are necessary

The rules on needing a permit to work vary based on citizenship:

• EU/EEA/Swiss Citizens: Citizens of these countries enjoy the freedom of movement and do not need a work permit to be employed or serve as a salaried director in Poland.
• Non-EU/EEA/Swiss Citizens: This is where the requirements become strict. If a non-EU citizen is to be a salaried member of the management board in Poland and will be living and working in the country, they must legalize their stay and employment. This typically requires obtaining a residence permit that includes the right to work, such as a Temporary Residence and Work Permit (zezwolenie na pobyt czasowy i pracę).

In short, being appointed is easy; getting paid to actively work in Poland as a non-EU director requires navigating the immigration process.

Understanding director liability in Poland

This is arguably the most important topic for any individual considering a board position. The role of a director in a Polish company is not merely ceremonial; it comes with significant legal and financial responsibilities, including the risk of personal liability.

According to Article 299 of the Polish Commercial Companies Code, members of the management board can be held personally liable for the company’s debts under specific circumstances. This means if the company becomes insolvent and cannot pay its creditors, and the board did not file for bankruptcy in a timely manner, the creditors can pursue the board members’ personal assets to satisfy the debt.

Additionally, board members can be held personally liable for the company’s unpaid tax obligations and social security (ZUS) contributions. This director liability in Poland is a powerful legal tool designed to ensure responsible corporate governance. It underscores the need for any director, foreign or Polish, to stay actively informed about the company’s financial health and to act swiftly and decisively if financial trouble arises.

The role of the PESEL number for a foreigner

A PESEL is a unique 11-digit national identification number assigned to individuals in Poland. While it is not a legal prerequisite to be *appointed* to a management board, it is practically essential for any director who will be actively engaged with the company’s administrative and financial life.

Here’s why obtaining a PESEL number for a foreigner is highly recommended:

• Electronic Signatures: A PESEL is required to set up a Polish Trusted Profile (Profil Zaufany), which allows for the legally binding electronic signing of official documents, including annual financial statements.
• Official Registrations: If a director receives any remuneration, they must be registered with the tax office and ZUS. A PESEL number is required for these registrations.
• Banking and Administration: Many banks and administrative bodies use the PESEL number as the primary identifier, making various processes much simpler.

A foreign director can obtain a PESEL by either officially registering their residence address in Poland or, if they don’t live in Poland, by submitting a special application to a municipal office, justifying the request on the basis of a legal requirement (e.g., their function as a board member).

Leading with clarity and compliance

Serving as a foreign director in a Polish company is an accessible and common practice. The legal framework is clear: nationality is not a barrier to appointment. However, the role demands a thorough understanding of the distinction between holding a function and performing work, the serious nature of personal liability, and the practical need for administrative tools like a PESEL number. By addressing these legal requirements for directors proactively, foreign board members can lead effectively, drive their companies forward, and operate with confidence and full legal compliance in the Polish business environment.