An increasing number of foreign investors are establishing limited liability companies in Poland. A question often arises: can a foreign national serve on the management board of a limited liability company? Are special permits required? What difficulties might this cause in the day-to-day running of the business?
Poland does not impose formal barriers – foreign nationals may hold positions on the management boards of Polish companies. In practice, however, a foreign national may encounter complications. From problems with opening a bank account, through the need to obtain a work permit, to difficulties with electronic signatures. Let’s examine these issues in detail.
Can a Foreign National Serve on the Management Board of a Limited Liability Company in Poland?
Polish law does not contain restrictions that would prevent foreign nationals from serving on the management boards of capital companies. The legislator has not provided for special requirements regarding either the citizenship of members of corporate bodies or their tax residency. Therefore, there are no obstacles to appointing a foreign national to serve in such a position. This applies both to citizens of the European Union and third-country nationals.
Why Must a Management Board Member Be a Natural Person?
Establishing a company’s management board in the form of another legal entity, including a foreign one (e.g., another limited liability company) is not possible. Polish law provisions directly require the appointment of a natural person to company bodies. Additionally, in some cases, management board members bear personal liability (including under criminal law) in connection with the activities they perform. Another legal entity, including a foreign company, therefore cannot serve as a body performing the function of a management board in a Polish limited liability company.
Does a Foreign National on the Management Board of a Limited Liability Company Need a Work Permit?
The mere appointment to the management board of a person who is not a Polish citizen does not require obtaining the consent of any Polish authorities. Such a person does not need to be present on Polish territory, particularly continuously, provided that exercising management over the company’s operations does not require personal presence in the country. A foreign national performing the function remotely from outside Poland does not need any additional consents or permits related to working on the management board.
The situation may look somewhat different if the foreigner appointed to the company’s management board is present on Polish territory.
Regulations on employing foreign nationals treat serving as a member of the management board as entrusting work to a foreign national. This means that in some situations, a foreign national must obtain a work permit. Even if the company does not plan to enter into an additional agreement with them (e.g., an employment contract).
As a general rule, such a permit will not be required by foreign nationals who are citizens of European Union member states or member states of the European Free Trade Association (EFTA) – parties to the agreement on the European Economic Area (i.e., Norway, Iceland, Liechtenstein), as well as Switzerland.
Stay in Poland and Serving as a Management Board Member
Third-country nationals may need a work permit for serving on the management board. This applies to stays in Poland for at least 6 months per year related to this function. In such situations, it is necessary to obtain a type B work permit. The situation of each foreign national requires detailed analysis in such cases from the perspective of legal stay in Poland, the main and secondary purposes of such stay, the form of employment, and the company’s fulfillment of requirements to obtain an appropriate basis for legalizing cooperation with the management board member.
Foreign Nationals on the Management Board of a Limited Liability Company – Practical Problems for Entrepreneurs
In addition to formal issues concerning the admissibility of appointing a foreign national to the management board and the legality of their work, it is also worth considering the practical problems that a company managed by a foreigner may encounter. Below we present selected situations in which companies face obstacles related to management board members’ lack of Polish citizenship.
Opening a Bank Account
Bank practices require verification of persons representing the company. Most banks in practice require proof of documents legalizing the management board member’s stay on Polish territory. In the absence of a place of residence in Poland and lack of Polish citizenship, the process of opening a bank account may be more time-consuming and require the submission of additional documents.
Day-to-Day Signing of Documents in Electronic Form
A number of platforms for communication with public administration and courts require authorization (signature) using a qualified electronic signature or trusted profile. Creating a trusted profile requires having a PESEL number, so first and foremost, the foreign national – management board member – must possess one. The lack of a PESEL number can cause practical difficulties (e.g., in the case of free submission of annual financial statements).
Obtaining Financing, Including Leases for the Company
Banks and leasing companies verify company representatives. In the case of foreign nationals, the process may be longer and require additional documents.
Summary
Appointing a foreign national to the management board of a limited liability company is possible both in the case of persons who are citizens of the EU and EEA, as well as citizens of third countries.
In some cases, it may be required to obtain an additional work permit in connection with serving on the management board. This particularly applies to foreign nationals who reside on Polish territory and are not citizens of the European Union.
When appointing a foreign national to the management board, remember the practical problems: bank accounts, electronic signature, financing.
Contact a lawyer specializing in companies with foreign capital – they will help you avoid these problems.
