Investing in Poland 2026-2027: How a foreigner can safely acquire shares in a company

Poland remains one of the most attractive investment markets in Central and Eastern Europe. A stable legal environment, the digitalisation of registers, and increasing transparency of business transactions mean that acquiring shares in Polish companies by foreigners is now a fast process, yet one requiring legal precision. In this article, we explain step by step who can purchase shares in a Polish company, when an administrative permit is required, and which compliance obligations are key when investing in Polish entities in 2026-2027.

Who is considered a foreigner under Polish law?

From the perspective of capital investments, the definition of a foreigner contained in the Act on the acquisition of real estate by foreigners¹ is of key importance.

A foreigner is understood to include not only:

• a natural person who does not hold Polish citizenship,
• a legal person having its registered office abroad,
• a commercial partnership without legal personality composed of persons referred to above, having its registered office abroad and established under foreign law,

but also legal persons and commercial partnerships without legal personality having their registered office in Poland but controlled directly or indirectly by the entities listed above.

In practice, control means:

• holding more than 50% of votes at the shareholders’ meeting, also as a pledgee, usufructuary, or under agreements with other persons, or
• holding a dominant position² within the meaning of the Commercial Companies Code³.

How can a foreigner acquire shares in a limited liability company?

A limited liability company (sp. z o.o.) is the form most frequently chosen by foreign investors entering the Polish market. This results from the combination of limited liability of shareholders, a relatively simple corporate structure, and the ability to exercise full control over the company even in a single-shareholder model. 

The acquisition of shares in a limited liability company may take place in two ways, depending on how the company’s articles of association were concluded:

Importantly, the entry of a change of shareholder in the National Court Register (KRS) is declaratory in nature and therefore does not determine the effectiveness of the transfer of shares. Unless the share sale agreement provides otherwise, the shares are transferred to the purchaser on the date of concluding the agreement.

Regardless of the above, after the sale of shares it is necessary, among others, to:

• notify the company (in practice, its management board) of the share sale,
• disclose the change of shareholder in the share register,
• submit an application to register the changes in the KRS,
• pay the civil law transaction tax (PCC) at a rate of 1% of the market value of the acquired shares to the tax office,
• update data with the tax office (if required),
• submit an application to update the entry in the Central Register of Beneficial Owners (CRBR) (if required),
• update data with the bank (if required by the bank’s internal procedures). 

Without properly reporting the changes in the KRS and associated registers, an investor may encounter operational problems, despite formally already being the owner of the shares.

When is a permit from the Minister of the Interior and Administration required?

One of the key elements of transaction analysis is determining whether a permit from the Minister of the Interior and Administration is required. This obligation arises from the Act of 24 March 1920 on the acquisition of real estate by foreigners. (consolidated text: Journal of Laws of 2017, item 2278).

The permit is required where the following conditions are met jointly:

• the investor is a foreigner from outside the European Economic Area (EEA) or Switzerland,
• as a result of the transaction, the company becomes a controlled company,
• the company owns or holds perpetual usufruct of real estate located in Poland. 

When is the permit not required?

Citizens and companies from EEA countries and Switzerland benefit from full freedom to acquire shares – including in companies holding real estate. In their case, the administrative procedure of the Minister of the Interior and Administration does not apply. 

Costs and duration of proceedings

The stamp duty amounts to PLN 1570⁴, while the standard processing time is approximately two months. This period may be extended if the documentation attached to the application is incomplete or additional clarifications are required. 

What does this mean in practice for the investor? The absence of the required permit results in the invalidity of the transaction. Therefore, an analysis of the legal status of the real estate and the control structure should be carried out before signing the share sale agreement, and not only at the registration stage.

Restrictions on the disposal of shares

Before concluding the sale agreement, it is also necessary to review the company’s articles of association for any restrictions on the disposal of shares. In practice, companies implement safeguards to prevent shares from being sold to random entities. The most common restrictions include: pre-emption rights, rights of first refusal, and the obligation to obtain the consent of the company or its body. Although concluding a share sale agreement in breach of such restrictions does not lead to the most far-reaching effect⁵ – namely invalidity – such an action is ineffective and may give rise to liability for damages. 

In practice, where possible (e.g. as part of due diligence), in addition to the articles of association, it is also advisable to verify material agreements with financial and public institutions for the presence of so-called change of control clauses, which sometimes impose an obligation to obtain consent for the disposal of shares.

CRBR – an obligation that cannot be ignored

Every commercial company is required to update information on its beneficial owner in the Central Register of Beneficial Owners (CRBR) within 14 working days of the event causing a change in the ownership structure (here – the conclusion of a share sale agreement). The company’s management board is responsible for this obligation, and failure to comply may result in very high administrative financial penalties. 

It should be noted that even if the share sale agreement was concluded abroad, the obligation to update the CRBR arises in Poland.

Digital identity of the investor in 2026

In 2026, the digital identity of a foreign investor is no longer merely a matter of convenience, but a condition for participation in the Polish business environment.

A foreign investor who intends to serve as a member of the management board of a Polish company should have a qualified electronic signature compliant with eIDAS in order to submit notifications to the CRBR, sign agreements, and file applications to the KRS.

Full integration with the Polish digital infrastructure is ensured by the PESEL number, which remains an important and practical (though not mandatory) identifier for foreigners. It is necessary, among others, for:

• obtaining a qualified electronic signature linked to the PESEL number,
• independently submitting financial documents to the Financial Documents Repository online,
• creating a Trusted Profile,
• activating an electronic delivery address (ADE) linked to the Public Registered Electronic Delivery Service (PURDE) and acting as administrator of the ADE.

Remote company management is facilitated by the recently introduced e-Delivery system, enabling remote receipt of official correspondence and communication with public authorities. Additionally, planned amendments to the Commercial Companies Code allowing the documentary form for many corporate actions will undoubtedly contribute to faster corporate procedures.

Summary

Poland is open to foreign investors; however, transaction security requires careful preparation and knowledge of the law. If you are planning an investment in Poland – or considering acquiring shares in a limited liability company – and you wish to ensure an effective and secure transaction, we encourage you to seek professional support from RSM Poland corporate advisors. We provide comprehensive assistance – from due diligence analysis, through assessment of the obligation to obtain a permit from the Minister of the Interior and Administration, to the preparation and negotiation of share sale agreements.

¹ Act of 24 March 1920 on the acquisition of real estate by foreigners (consolidated text: Journal of Laws of 2017, item 2278).
² cf. Article 4(1)(4)(b, c or e) of the Act of 15 September 2000 – Commercial Companies Code (consolidated text: Journal of Laws of 2024, item 18, as amended).
³ Act of 15 September 2000 – Commercial Companies Code (consolidated text: Journal of Laws of 2024, item 18, as amended).
⁴ cf. Part III point 11 of the Annex to the Act of 16 November 2006 on stamp duty (consolidated text: Journal of Laws of 2025, item 1154, as amended).
⁵ Except in cases where a statutory right of first refusal is vested in the State Treasury, a local government unit, a co-owner, or a lessee.