A foreigner can set up a company in Poland without his personal presence – remotely or with a help of representative
Poland, as a member of UE, has become an attractive location for business ventures.
Due to logistics, foreigners who wants to expand their business in Poland, ask whether it possible to set up a company in Poland without the necessity to travel to Poland.
Can a foreigner set up a company in Poland without personal presence in Poland?
Firstly, we must consider who is eligible who and on what basis can set up a business company in Poland.
According to Article 13 of The Freedom of Economic Activity Act:
Foreign persons from the European Union Member States and European Free Trade Association (EFTA) member countries which are parties to the European Economic Area Agreement may undertake and conduct economic activity on the same terms and conditions as Polish entrepreneurs.- Article 13 of The Freedom of Economic Activity Act
The same regulation relates to persons from other countries than mentioned above, if they were granted a permit to settle within the territory of the Republic of Poland or a tolerated residence permit.
Foreigners other than aforementioned have a right to undertake and perform business activities in Poland exclusively in the form corporate business: limited partnership, limited joint-stock partnership, limited liability company and joint stock company.
Those also includes the right to join such partnerships and companies, share acquisition and subscription in these intities, unless otherwise provided for in the international agreements.
Subsequently, every single foreigner is entitled to perform business activity in Poland, but the form of business activity may be restricted by Polish Law.
After the foreigner has determined, what form of business activity he is eligible to conduct in Poland than the formalities of setting up company.
The basic and the most common form of business activity in Poland is limited liability company. The minimum share capital is 5.000zł which is approximately 1.100 Euro.
The creation of company can be made by signing Articles of Association executed before an official notary. According to polish law it is not possible to set up a company in front of foreign notary.
It is not necessary that the foreigner must be present in person to set up a company in Poland.
What if the foreigner cannot visit polish notary in order to sign the Articles of Association?
Firstly, Articles of Association of the company may be signed by a polish representative.
If the company founder does not want or cannot be present in person for setting up a company, he may establish a representative, giving him appropriate power of attorney in a right form.
Establishing a company is a matter exceeding the scope of ordinary business. According to Article 98 of Polish Civil Code the power of attorney shall be given in a right form.
Setting up a company in Poland and signing Articles of Association of the company exceeds the scope of ordinary business. So, the power of attorney must be special – authorizing representative to setting up a company and to conclude the articles of association.
Some of corporate companies i.e. limited partnership or limited liability company and joint stock company require that the articles of association must be concluded in the form of a notarial deed and in such a form the power of attorney shall be executed.
Though, if the limited partnership company or general partnership is setting up, than the polish regulation require that partnership agreement shall be made in writing, otherwise it shall be deemed invalid. So, the power of attorney, also may be executed in writing.
Nevertheless, the foreigner may set a representative by execution of power of attorney before foreign notary. Thus, there would be no necessary for him to come to Poland to set up such partnerships.
Secondly, the polish Commercial Companies Code allow to set up and register limited liability company in simplified, electronic procedure (S24).
This procedure does not require concluding the articles of association in the form of a notarial deed.
The eKRS electronic system is available for both polish and foreign citizens.
Only a registered user may log into eKRS system with its login and password. During the registration a company in S24 procedure, each person who signs the submission (each of associates) must have an active account in eMS system.
The simplified, electronic procedures of setting a company in Poland requires a thorough knowledge of polish language and polish law.
Moreover, since 2015 it is possible to set up limited partnership company or general partnership (so without a need of coming to Poland). The electronic procedure is similar or even less complicated than the registration of limited liability company in Poland. Again, the knowledge of polish language and polish law is crucial.
Summing up, it is possible that the foreigner can set up and conduct business activity in Poland, without his personal presence in Poland.
Taking into account all the formalities in connection with the process of setting up a company and that the articles of association should protect the interests of associates – it is highly recommended to consult corporate business lawyer.