Managing a Polish limited liability company without speaking Polish: a comprehensive guide for foreign shareholders and management board members

As the largest economy in Central and Eastern Europe, Poland has long been perceived as an attractive destination for foreign investors. Every year, between 6,000 and 12,000 new companies with foreign capital are established, while further 3,500-4,000 businesses change ownership from Polish to foreign investors. A stable business environment, skilled workforce and strategic location are increasingly encouraging foreign investors to set up Polish limited liability companies (Polish: spółka z ograniczoną odpowiedzialnością).

However, once the registration process is over, one practical question arises: how to effectively manage a Polish company when official documents, correspondence with relevant authorities and most formalities are handled in Polish?

This is indeed one of the most frequently asked questions by foreign investors. The good news is that speaking Polish is no longer a prerequisite for successfully doing business in Poland. With appropriately designed procedures in place, a company can be managed from anywhere in the world without fluency in Polish.

Key takeaways in 60 seconds:

Can individuals legally manage a Polish limited liability company if they can’t speak Polish? Yes. Foreign shareholders and management board members can effectively run business in Poland using a qualified electronic signature, properly prepared bilingual documentation, efficient translation procedures and tailored corporate governance tools.

The key requirements for making this management model work are:

• obtaining a qualified electronic signature,
• considering obtaining a PESEL number,
• implementing an electronic document management workflow,
• establishing procedures for translating corporate documents,
• drafting a catalogue of decisions requiring the shareholder's approval,
• providing regular reports to the parent company in English.

This approach is widely applied by international corporate groups with subsidiaries in Poland. However, the key to success lies in designing the relevant processes properly from the outset.

Can an individual manage a Polish limited liability company if they can’t speak Polish?

Yes. Polish regulations do not require a management board member to hold Polish citizenship or speak Polish. The management board of a Polish company can consist entirely of foreigners residing outside of Poland. However, ensuring that corporate and reporting obligations are fulfilled remains crucial.

In practice, this means the need to implement solutions that enable:

• electronic signing of documents,
• receipt and review of corporate documents,
• efficient communication with advisors and public authorities,
• adoption of corporate resolutions through electronic means of communication,
• supervision over compliance with local regulations.

How can a foreign management board member sign documents and financial reports?

Today, a qualified electronic signature is a fundamental tool for company management. A significant portion of management-related responsibilities is now performed electronically. This includes:

• submitting documents to the National Court Register (Polish: Krajowy Rejestr Sądowy – KRS),
• notifications to the Central Register of Beneficial Owners (Polish: Centralny Rejestr Beneficjentów Rzeczywistych – CRBR),
• signing financial statements,
• filing amendment applications through the Court Registers Portal (Polish: Portal Rejestrów Sądowych – PRS).

For this reason, one of the first steps following the establishment or acquisition of a Polish company should be to equip each management board member with a qualified electronic signature.

As a general rule, Polish regulations recognise qualified electronic signatures issued in other EU Member States in accordance with the eIDAS Regulation.

However, based on the experience of advisors supporting international corporate groups, many foreign investors choose to obtain an electronic signature issued by a Polish certification provider. This helps reduce the risk of technical difficulties when using Polish administrative and reporting systems. In practice, the greatest challenges rarely arise during the company registration process. Instead, they typically emerge during the preparation and filing of the first financial statements and when foreign management board members begin handling ongoing corporate compliance obligations.

Is PESEL mandatory?

Technically, not in every case. From a practical perspective, however, obtaining a PESEL number significantly facilitates access to Polish electronic administrative systems and may prove essential for certain tax reporting obligations. Many government platforms identify users through their PESEL number (including e-KRS, RDF, e-Deklaracje, e-Doręczenia, CRBR). Having a qualified electronic signature linked to a PESEL number increases the independence of foreign management board members, simplifies numerous administrative processes, and may also reduce the costs associated with renewing the electronic signature. Our experience shows that investors often begin considering a PESEL number only when they encounter their first document-signing obligations or need access to Polish government platforms. Obtaining a PESEL number at the outset of operations usually helps avoid later organisational and procedural complications.

When is a sworn translator required?

Not all documents require a sworn translation. This is one of the most common misconceptions.

In day-to-day business operations, many companies successfully use bilingual documents or working translations prepared for internal management purposes. Such an approach helps cut costs and accelerates decision-making processes. However, there is a specific category of matters where the involvement of a sworn translator is essential, particularly when foreign documents are submitted to Polish authorities. In practice, the fact that investors assume that all documents can be translated informally often becomes a real challenge. Whenever documents are to be filed with Polish authorities, it is advisable to verify in advance whether a sworn translation will be required in order to avoid procedural delays.

In which situations is a sworn translator particularly important?

The role of a sworn translator is especially significant in corporate matters of substantial legal importance that require the form of a notarial deed, including:

• amendments to the company’s articles of association,
• increase in share capital (as principle),
• mergers and transformations of businesses (the so-called corporate restructuring),
• commencement of company liquidation proceedings.

Where a participant in a notarial act does not speak Polish, the involvement of a sworn translator may be one of the key elements ensuring the validity and legal security of the entire procedure. 

Sworn translations are also frequently required when foreign documents are submitted to registration courts or other Polish administrative authorities. Their purpose is to satisfy formal requirements and ensure the reliability and authenticity of the documentation.

How can a foreign parent company control a Polish management board?

This is one of the most important considerations for investors operating within international group structures.

Shareholders intend to retain control over strategic decisions without having to be involved in the day-to-day operations of the company.

Polish law provides effective mechanisms for separating the management of a company from shareholder oversight.

Four pillars of effective shareholder oversight

1. Individual shareholder inspection rights – they enable shareholders to obtain information about the company's operations and monitor its financial standings and overall performance.
2. Reserved matters requiring shareholder approval – this is the most frequently used mechanism within international corporate groups.
3. Supervisory board – in more complex corporate structures, it may may provide an additional layer of oversight and control.
4. Reporting obligations – regular financial and compliance reporting helps reduce risk and increase business transparency.

Which decisions should require shareholder approval?

It is a matter of good practice to require shareholder approval for:

• transactions exceeding a specified value threshold,
• taking out loans and credits,
• issuing bonds,
• granting security interests or guarantees,
• disposing of key assets,
• employing senior executives,
• effecting transactions with related entities,
• court disputes,
• capital investments,
• M&A transactions.

This allows investors to protect their interests effectively without impairing the operational efficiency and autonomy of the local management board.

Shareholder reporting: a standard applied by international corporate groups

Companies managed from abroad typically implement:

• monthly management reports in English,
• a structured financial closing timetable (hard close process),
• translation of key corporate resolutions,
• quarterly compliance review meetings,
• electronic document workflows supported by qualified electronic signatures.

This framework allows the local management to retain operational independence, while ensuring that the shareholder receives comprehensive information about the company's performance. Working primarily with foreign investors, our experts observe that the most effective reporting models are built around regular management reports prepared using a standardised format across the entire corporate group. This approach reduces the risk of misunderstandings between headquarters and local management teams and accelerates business decision-making.

The most common operational challenges for foreign investors

Despite the ongoing digitalisation, foreign investors continue to encounter challenges in the areas of:

• banking services,
• communication with public authorities,
• handling administrative correspondence,
• representation before relevant institutions,
• compliance with local procedural requirements.

For this reason, many international corporate groups choose to appoint an authorised signatory (Polish: prokurent) or engage professional advisors who can provide ongoing support with the day-to-day operation and administration of the Polish subsidiary.

5 typical mistakes made by foreign shareholders in Poland

1. Failure to obtain qualified electronic signatures for management board members.
2. Lack of a formal document translation procedure.
3. Failure to align the management board regulations with the parent group's governance requirements.
4. Lack of a structured reporting schedule.
5. Obtaining a PESEL number too late in the process.

Checklist for foreign shareholders in a Polish company

Before starting your business:
✅ Obtain a PESEL number, where possible. 
✅ Ensure that all management board members have a qualified electronic signature.
✅ Establish an EU address for service. 
✅ Prepare documents in a side-by-side bilingual format.

After starting your business:
✅ Adopt management regulations. 
✅ Create a schedule of reserved matters. 
✅ Develop a document translation procedure. 
✅ Implement electronic document workflow. 
✅ Consider appointing a local authorised signatory.

Key terms for foreign investors

PESEL

A unique personal identification number used by the Polish public administration for the identification of individuals.

National Court Register (Polish: Krajowy Rejestr Sądowy - KRS)

The National Court Register is a central register of entities effecting commercial and legal transactions – the equivalent of the UK’s Companies House or the German Handelsregister.

Central Register of Beneficial Owners (Polish: Centralny Rejestr Beneficjentów Rzeczywistych – CRBR)

The Central Register of Beneficial Owners is a public register containing information on natural persons who exercise direct or indirect control over companies. It is comparable to the UK’s PSC Register (Persons with Significant Control) and the broader European concept of Ultimate Beneficial Owner (UBO) registers.

Commercial Power of attorney (Polish: prokura)

It may be granted exclusively by an entrepreneur registered with either the National Court Register (KRS), such as a limited liability company or joint-stock company, or the Central Registration and Information on Business (CEIDG), in the case of a sole proprietorship. It authorises the holder of the power of attorney to perform a wide range of legal and business activities on behalf of the enterprise.

Summary

Managing a Polish limited liability company without knowing the Polish language is now not only possible but has also become a common practice among foreign investors. Success depends on the effective use of digital tools, well-structured corporate procedures, an appropriate shareholder oversight framework, and reliable support from local professional advisers.

A well-designed operating model enables businesses to conduct operations in Poland efficiently, securely, and in full compliance with local regulations, regardless of where the shareholders or management board members are located.