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Establishment of a company by a foreigner in Poland. What are the requirements?

Establishment of a company by a foreigner in Poland. What are the requirements?

Establishment of a company by a foreigner in Poland

The procedure for opening a business in Poland is characterized by great freedom. A person of legal age, who is a citizen of Poland, and, with certain restrictions, a foreigner will set up a company without much difficulty. What are the conditions for opening your own business in Poland for a foreigner? Read on and find out if and how you can do it without Polish citizenship.

Polish business registration regulations give you a lot of freedom to create various business entities. The status of an entrepreneur can be held by you – as a natural person, as well as by your company – a legal person, and by an organizational unit that is not a legal person (the so-called “legal disability”) – such as your partnership or housing community.

Can a foreigner open a business in Poland?
A foreigner can do business in Poland. So if you don’t have Polish citizenship or are just applying for it, you can set up a business, either as a sole proprietorship or in the form of a company. However, it may be necessary to meet additional requirements. These will depend on your citizenship.

In some cases, conducting business, due to the specific subject matter of the activity, requires a license or approval of the relevant authority. The practice of certain professions requires holding professional licenses, passing state examinations or being entered in the relevant register, or meeting other additional requirements specified in laws.

Forms of doing business in Poland

The law provides for several forms of doing business in our country. The first is sole proprietorship subject to registration in the CEIDG. Entrepreneurs may also conduct business in the form of sole proprietorships (i.e., for example, a simple joint-stock company or a limited liability company). Besides, when more than one entrepreneur intends to participate in a given business, it is possible to establish a partnership or a capital company, so, for example, a limited partnership, a limited liability company or a general partnership.

At the same time, all entrepreneurs who conduct business in any form must always have full legal capacity – regardless of whether it is a sole proprietorship or the representation of a company’s board of directors. Foreigners are usually granted legal capacity.

Under what rules can a foreigner do business in Poland?

As a result of the establishment of international economic relations and increasing globalization, doing business in Poland by foreigners appears to be something quite natural. And indeed – as a rule, foreigners can set up a business in the territory of Poland. However, when opening a business, they must take into account special regulations, including those arising from the Act of March 6, 2018 on the principles of participation of foreign entrepreneurs and other foreign persons in business in the territory of the Republic of Poland.

It should be noted here that the requirements that a foreigner must meet in order to run a business in the Republic of Poland vary. They depend mainly on which country the person comes from. Thus, it is necessary to distinguish between situations in which:

-a citizen of an EU and EEA member state wants to start a business in Poland;
-a citizen of the US and Switzerland wants to start the activity,
-a citizen of another country that is not a member of the EU or EEA (including, for example, Ukraine, mentioned in the introduction) wants to start the activity.

Doing business in Pland by a citizen of Ukraine

According to data made available by CEIDG, in September 2022, almost one in ten companies in Poland was opened by Ukrainian citizens. As a result of the huge wave of migration we have recently experienced, it is not surprising to see such a large number of companies run by Ukrainian citizens and the hiring of many employees coming from this country. At the same time, the scale of economic activity by foreigners has slightly exceeded initial predictions.

Ukraine is not currently a member of the EU or EEA. As a result, citizens of this country have to fulfill more formalities to do business in Poland. What is it like at the moment?

Currently, the situation of Ukrainian citizens in the context of doing business in our country is special. It is regulated by the Law of March 12, 2022 on assistance to citizens of Ukraine in connection with the armed conflict on the territory of that country. As a result of this law, a citizen of Ukraine (legally residing in Poland and having a PESEL number) can set up a business on the same terms as a Polish citizen and in any form permitted by law.

Note: in order to legalize your stay and assign a PESEL number, it is advisable to use the support of an experienced legal advisor or attorney.

Establishment of a company by a foreigner from an EU country and the European Economic Area
If you have citizenship of a European Union (EU) country or the European Economic Area (EEA, EU countries, Iceland, Norway and Liechtenstein), you can open a sole proprietorship or a company without obstacles. You also have the right to set up a Polish branch or representative office of a foreign company or provide cross-border services, i.e. work in Poland as a foreign company from an EU or EEA country without registering your business in Poland.

Establishment of a company by a US or Swiss citizen – slightly fewer opportunities
There are slightly fewer opportunities for US and Swiss citizens, who cannot provide cross-border services under EU regulations. If you have citizenship of either of these countries, you can easily open a sole proprietorship, a branch or representative office of a foreign company or any commercial company.

Can citizens of other countries set up a business in Poland?
Without citizenship of an EU, EEA, US or Swiss country, the situation becomes significantly more complicated. However, this does not mean that you cannot open a business. As a citizen of a third country, you can set up:

-a sole proprietorship;
-a limited partnership;
-a limited joint-stock partnership;
-a joint stock company;
-a simple joint-stock company;
-a limited liability company.
You can also join a company and acquire or subscribe to its shares or stocks.

Depending on your citizenship, you will also be able to set up a branch of a foreign entrepreneur, if a ratified international agreement between the country of your citizenship and Poland does not exclude this possibility.

Setting up a business by a foreigner from a third country – conditions
To open a business in Poland in any form you choose, as a third-country national you must meet one of the conditions:

-have a permanent residence permit;
-Have a residence permit for a long-term resident of the European Union;
-have a temporary residence permit, granted in connection with reunification with your family legally residing in Poland or studying in Poland;
-have refugee status;
-have subsidiary protection;
-have a residence permit for humanitarian reasons or a permit for tolerated stay;
-have a temporary residence permit and be married to a Polish citizen residing in Poland;
-have a temporary residence permit for the purpose of carrying out economic activity, granted due to the continuation of economic activity -already carried out on the basis of an entry in CEIDG;
-have temporary protection in Poland;
-have a valid Card of the Pole;
-be a family member:
-a spouse of an EU citizen;
-a child of an EU citizen or his/her spouse under 21 years of age or a dependent of an EU citizen or his/her spouse;
-a parent of an EU citizen or his or her spouse who is dependent on the EU citizen or his or her spouse;
-a person who has applied for a temporary residence permit or a permanent residence permit – until the decision based on these applications becomes final.
Don’t meet the conditions? See other options
If you do not meet any of the conditions in the list above, you cannot register a sole proprietorship, general partnership or partnership. You do, however, have other options. You can easily start a business in the form of:

-limited partnership;
-limited joint-stock partnership;
-joint-stock company;
-a simple joint-stock company;
-a limited liability company.
In addition, you may establish a branch of a foreign enterprise, unless an international agreement ratified between your country of citizenship and Poland provides otherwise. You may also join companies, acquire and subscribe to their shares and stocks.