When a foreign group sets up in Poland, head office almost always asks the same two questions before anyone signs: do we need a Pole on the board, and does our own CFO need a permit to be a director here? The questions are fair, because in a fair number of countries the answer would be yes - the law there requires a resident or a national director, which is why a small industry of nominee-director firms exists to sit on other people’s boards. Poland works differently, and the short answer is a relief.

Does a shareholder have to be Polish? No.

A shareholder (wspólnik) of a Polish limited liability company can be any natural person or any company, from any country. There is no nationality test, no residence test and no permit to obtain before holding shares. A German GmbH, a US Inc., a fund in the Cayman Islands or a private individual in São Paulo can each own 100% of a Polish sp. z o.o. on the same terms as a Polish citizen (Art. 20 KSH).

There is one exception, and it is about corporate architecture rather than nationality: a single-member sp. z o.o. cannot, on its own, be the sole founder of another single-member sp. z o.o. - though it can become the sole shareholder of one that already exists, by buying its shares (Art. 151 § 2 KSH). The bar is on incorporating a company from scratch, not on owning one. It bites only when a wholly-owned Polish company would itself incorporate a second wholly-owned Polish company; it is easily worked around, and it has its own article.

Can a foreigner sit on the management board? Yes - citizenship does not matter.

A management board member (członek zarządu) can be a citizen of any country, resident anywhere. Polish law imposes no nationality or residence condition on who runs the company; the board is appointed by a shareholders’ resolution (Art. 201 § 3 KSH), and the shareholders can appoint whomever they choose, subject only to the personal conditions below.

In plain terms: if a client asks whether Poland requires a Polish, an EU, or a resident director, the answer is no.

This is where Poland parts company with the jurisdictions that prompt the question. In several countries a company must have a director who is resident, or a national, and groups deal with it by hiring a local corporate-services firm to supply a nominee director. In Poland there is nothing to deal with. You put your own people on the board - the group CFO, a regional manager, whoever actually runs the business - whatever their passport, and you do not need to buy a local seat.

The one thing a board member cannot be: a company.

There is a limit, but it is not about where a person comes from - it is about being a person at all. A management board member must be a natural person (Art. 18 § 1 KSH). The parent company itself cannot sit on the board of its Polish subsidiary, however complete its ownership. Foreign groups often assume the opposite, because in their home structures an entity can act as a corporate director. Here, the group appoints named individuals - usually its own employees - and it is those individuals who hold the office and carry its duties.

The only real filter: full capacity and a clean record.

Beyond being an individual, a board member must have full legal capacity - in practice, an adult who has not been incapacitated (Art. 18 § 1 KSH). And they must not have been convicted of one of the offences Polish law treats as disqualifying: the economic crimes in the Commercial Companies Code itself and, in the Criminal Code, corruption and the chapters covering offences against property, trade, money and documents (Art. 18 § 2 KSH). The bar is not for life - it lifts five years after the judgment becomes final, or earlier if the conviction is expunged, and the person may ask the court to shorten or waive it (Art. 18 § 3–4 KSH).

For a foreign director the practical question is whether a conviction abroad counts - and how the court would even know. The registry court has electronic access to the National Criminal Register (Krajowy Rejestr Karny, KRK) and checks the record of the person being entered; for EU nationals it can reach other member states’ registers through the EU’s shared system (ECRIS). The Polish register, though, holds only convictions recorded in Poland, so for a director from outside the EU it may show a clean record even where one exists abroad. That is why practice is uneven, and in my experience it comes down to the individual registrar and the case: sometimes the court asks for a recent extract from the person’s local criminal register showing no conviction for the relevant offences, and sometimes - I have registered board members resident in and citizens of the United States, the United Arab Emirates and several African countries - it raises nothing at all. There is no single rule to lean on, so if a candidate has a record abroad, raise it with Polish counsel before appointing them rather than discovering it at the registry.

Managing the company is not the same as working or living in Poland.

One distinction is worth drawing clearly, because it is where the “do we need a permit” worry really belongs. Being appointed to the board and holding the office is a corporate matter - it needs no work permit and no residence permit. Immigration law is a separate layer, and it comes into play only if a director actually moves to live and work in Poland rather than serving on the board from head office abroad.

For most groups this never bites: nobody is relocating, the company is run from the group’s own offices, or a local director is appointed on the ground. Where a board member does intend to move to Poland and run the company from here, the work- and residence-permit regime is its own subject - take specific immigration advice; this article does not attempt to give it.

What this means for you

You can own your Polish company 100% from abroad and put your own people on its board, of any nationality, without a Polish resident director and without paying for a nominee service. What the appointment does need is a named individual - not the parent entity - willing to hold the office, because with it come real personal duties and, in some situations, personal liability. The other thing your foreign directors will meet is practical rather than legal: to sign the filings to the National Court Register (KRS), each of them needs a qualified electronic signature that complies with eIDAS - a director’s own national one will do, and a Polish personal identification number (PESEL) is not required. That is a mechanics-of-filing question, not an eligibility one.

Watch out

  • The single-member trap. A single-member sp. z o.o. cannot by itself found another single-member sp. z o.o. (Art. 151 § 2 KSH). Plan the ownership one step up, add a second shareholder, or buy an existing company instead of founding one.
  • The disqualification catalogue is wider than the board. The same criminal bar in Art. 18 § 2 KSH applies to the supervisory board, a liquidator and a commercial proxy holder (prokurent) - check it for anyone going into a formal role, not only directors.
  • A foreign conviction can surface at registration. The court checks the KRK electronically and, for EU nationals, other member states’ registers via ECRIS - but the Polish register will not show a conviction handed down abroad, so for third-country directors the court may ask for a local criminal-record extract. If a candidate has a record abroad, confirm the position before appointing them.
  • Relocation changes the picture. The moment a director stops serving from abroad and moves to Poland to run the company, the work- and residence-permit rules become relevant.

Next steps

  1. Decide who will actually hold office - named individuals, not the parent company.
  2. Check each candidate against Art. 18 KSH: an adult with full capacity and no disqualifying conviction; raise any foreign record with counsel.
  3. If a wholly-owned Polish company is to be the founder, check the single-member rule before you incorporate.
  4. Arrange an eIDAS-compliant qualified electronic signature for every foreign director early - it is the step that most often holds up the KRS filing, not eligibility.
  5. Only if someone is relocating to Poland: take immigration advice on work and residence permits.