Running a Polish Company as a Non-Resident Director: What’s Allowed

A non-resident director in Poland is a person who sits on the management board of a Polish company while living outside Poland. In a Polish limited liability company, this role is formally a “management board member” and not a common-law “director”. The key point is simple: Polish law does not generally require a management board member to live in Poland.

This is informational material, not legal advice. The assessment may change depending on the company’s articles of association, sector, licences, tax position, immigration status and the factual manner in which the company is managed.

Non-resident director Poland: what is generally allowed

A foreign resident may become and remain a management board member of a Polish limited liability company or joint-stock company. The Polish Commercial Companies Code does not impose a general residence requirement for board members. For a limited liability company, the management board conducts the company’s affairs and represents the company under Article 201 §1 of the Commercial Companies Code [1].

The person must, however, meet statutory eligibility requirements. Under Article 18 §1 of the Commercial Companies Code, a board member must be a natural person with full legal capacity. Under Article 18 §2, certain final convictions, including selected offences under the Polish Criminal Code and corporate offences under the Commercial Companies Code, disqualify a person from serving as a board member for the statutory period [1].

In practice, managing a Polish company remotely is common. Board members may communicate by email, video call and secure document workflow. Board resolutions of a limited liability company may be adopted in writing or using direct remote communication unless the articles of association provide otherwise, under Article 208 §5¹ of the Commercial Companies Code [1].

Director duties Poland living abroad: duties do not become lighter

Living abroad does not reduce director duties Poland imposes on management board members. The management board remains responsible for corporate governance, accounting, tax compliance, filings, solvency monitoring and proper representation.

Key risks for non-resident directors Poland include:

• liability towards the company for damage caused by breach of duties, under Article 293 of the Commercial Companies Code for limited liability companies [1];
• personal liability for debts of a limited liability company if enforcement against the company is ineffective, unless statutory defences apply, under Article 299 of the Commercial Companies Code [1];
• liability for tax arrears in the circumstances described in Article 116 of the Tax Ordinance [5];
• responsibility for accounting obligations of the entity’s manager under Article 4(5) of the Accounting Act [4];
• the duty to file for bankruptcy within 30 days from the date when grounds for bankruptcy arise, under Article 21 of the Bankruptcy Law [6].

These are legal consequences, not reputational opinions. Whether a board member is actually liable depends on documents, timing, insolvency status, board decisions, creditor conduct and available statutory defences.

Signing contracts from abroad Poland

Signing contracts from abroad Poland is usually permitted if the person signing has authority to represent the company. The representation rules are visible in the National Court Register and in the company’s articles of association. For a limited liability company with a multi-member board, if the articles do not provide otherwise, Article 205 §1 of the Commercial Companies Code requires cooperation of two board members or one board member acting with a commercial proxy [1].

Many commercial contracts may be signed in ordinary written form. Under Article 78 §1 of the Civil Code, written form requires a handwritten signature. Under Article 78¹ §2 of the Civil Code and Article 25(2) of Regulation (EU) No 910/2014, a qualified electronic signature has legal effect equivalent to a handwritten signature within the EU [2], [3].

Not every electronic signature will be sufficient. A scanned signature or simple e-signature may be commercially useful, but it may not meet a statutory written-form requirement. The required form depends on the type of contract. For example, disposal of shares in a Polish limited liability company generally requires signatures certified by a notary under Article 180 §1 of the Commercial Companies Code, unless a specific electronic S24 procedure applies [1].

Representation rules and travel Poland

Representation rules and travel Poland should be analysed separately. A director may represent a Polish company from abroad, but some actions may still require practical presence in Poland or use of a Polish notary, bank, court portal or qualified electronic signature.

Three common caveats are:

1. Regulated business may add local presence or fit-and-proper requirements. Financial, payment, gambling, defence, pharmaceutical or other regulated activities may impose additional conditions under sector-specific laws. The exact requirement depends on the licence and regulator.
2. Documents requiring a notarial deed, notarised signature or specific registration signature may require travel, a Polish notary arrangement or a qualified electronic signature. Amendments to articles of association, certain share transactions, bank onboarding and court filings may require notarisation, certified signatures or electronic tools accepted by the relevant system.
3. Managing from Poland, even occasionally, may create immigration, tax, or employment-law consequences. For non-EU nationals, performing a management board function while staying in Poland may require a work permit in cases described in the current rules on entrusting work to foreigners, including where the statutory duration threshold is exceeded, subject to exemptions and individual status [7].

Compliance, AML and remote control of a Polish company

Remote management should not mean informal management. Polish companies must maintain reliable internal approvals, accounting documentation, tax evidence, contract archives and beneficial ownership data. The Act on Counteracting Money Laundering and Terrorist Financing imposes obligations connected with identifying and reporting beneficial owners to the Central Register of Beneficial Owners, subject to the rules in that Act [8].

For non-resident directors, compliance failures often arise from operational gaps: documents signed by the wrong person, late financial statements, no clear decision trail, weak anti-corruption controls, or unclear delegation to local employees. These gaps may affect business continuity, bank relations, investor due diligence and credibility in disputes.

Practical governance rules for managing Polish company remotely

A Polish company managed remotely should have clear governance mechanics. In particular, the board should verify:

• the exact representation model in the articles of association and National Court Register;
• whether each board member has a qualified electronic signature accepted in Poland;
• who monitors tax, accounting, payroll and filing deadlines;
• whether powers of attorney comply with Article 99 §1 of the Civil Code, which requires a power of attorney to follow the form required for the validity of the legal act [2];
• whether the board receives timely solvency and cash-flow information;
• whether local staff have documented authority and reporting obligations.

For a fact-specific review of representation rules, director duties and remote signing arrangements, Lawyersinpoland.com by Kopeć & Zaborowski enables decision-makers to request a review.

FAQ: Running a Polish Company as a Non-Resident Director

Can a non-resident be a director of a Polish company?

Yes. Polish company law does not generally require a management board member of a Polish company to reside in Poland. Eligibility under Article 18 of the Commercial Companies Code must still be met.

Can a Polish company be managed fully remotely?

Often yes, especially for ordinary board meetings, approvals and commercial decisions. Practical limits may arise from notarial requirements, bank procedures, court filings, licences or the company’s articles of association.

Can contracts be signed from abroad on behalf of a Polish company?

Yes, if the signatory has authority under the company’s representation rules. The required form of signature depends on the contract. Some contracts require written, electronic, notarial or certified-signature form.

Does a non-resident director need a Polish work permit?

It depends on nationality, residence status, place of activity and duration. For non-EU nationals, current Polish rules on entrusting work to foreigners may apply in specific circumstances, especially where the function is performed while staying in Poland beyond the statutory duration threshold.

Is a qualified electronic signature enough in Poland?

For many written-form documents, a qualified electronic signature is equivalent to a handwritten signature under EU and Polish rules. It is not always enough where a notarial deed or notarised signature is required.

What is the main risk for non-resident directors in Poland?

The main risk is loss of control over compliance deadlines and representation rules. Personal liability may arise in tax, insolvency, accounting and creditor-related matters if statutory conditions are met.

Bibliography

1. Act of 15 September 2000 – Commercial Companies Code, Journal of Laws 2000 No. 94, item 1037, as amended.
2. Act of 23 April 1964 – Civil Code, Journal of Laws 1964 No. 16, item 93, as amended.
3. Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market, as amended.
4. Act of 29 September 1994 – Accounting Act, Journal of Laws 1994 No. 121, item 591, as amended.
5. Act of 29 August 1997 – Tax Ordinance, Journal of Laws 1997 No. 137, item 926, as amended.
6. Act of 28 February 2003 – Bankruptcy Law, Journal of Laws 2003 No. 60, item 535, as amended.
7. Act of 20 March 2025 on the Conditions of Admissibility of Entrusting Work to Foreigners in the Territory of the Republic of Poland, Journal of Laws 2025, item 621, as amended.
8. Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing, Journal of Laws 2018, item 723, as amended.