Guide
Running a Polish company from another continent
Which legal form to choose, how to form a company without flying over, what to watch for in contracts, and what to check before you invest.
In this guide
Diaspora ventures in Poland usually start in one of three ways: a wish to invest in the country the family came from; a proposal from a relative or friend who "has an idea and needs a partner"; or a need to serve customers in Europe. All three lead to the same question, and it is worth settling before any money moves: which legal form to use, and what you would be liable for out of your own pocket.
Key points
- The legal form determines liability. It is the most important choice at the start and the most expensive one to fix later.
- A limited liability company can be formed and run through a lawyer acting for you, without traveling to Poland.
- Registration and day-to-day filings often require an electronic signature tool - worth arranging at the outset.
- Before buying shares or property, check the legal position and the liabilities. It costs far less than a dispute afterwards.
- A minority shareholder is not protected automatically - protection is built into the articles of association.
Which legal form should you choose?
The two most common options for someone living in the United States are sole-trader activity and a limited liability company. The difference that decides the choice is liability. As a sole trader you answer for the business's obligations with everything you own - including assets in the United States. In a limited liability company the company answers for its obligations, and a shareholder risks, as a rule, what they contributed.
The most widely used corporate form in Poland. It has legal personality, its own assets, and answers for its own debts. Shareholders are not liable for the company's debts out of their personal assets - unlike members of the management board, who in defined situations can be personally liable, for example where they fail to file for insolvency in time.
That distinction between shareholder and board member is crucial and most often overlooked. If you plan to sit on the board yourself while living in the United States, it is worth deciding in advance how you will discharge those duties and who will be responsible for day-to-day matters in Poland. Tax consequences are a separate question - on the Polish side we work through them with a tax advisor, and on the American side your advisor in the U.S. assesses them.
How do you form a company without being in Poland?
There are two routes. The first is incorporation by notarial deed - a lawyer acting under your power of attorney can appear before the notary for you. The second is registration through an online system: faster and cheaper, but built on a template that cannot be freely altered, and requiring an electronic signature tool.
Which route fits depends on what you need from the articles. The template is fine for a simple structure with a single shareholder. If there are several shareholders, different profit shares, weighted voting, or restrictions on transferring shares, you need articles drafted from scratch - and therefore the notarial route.
After incorporation come registration in the commercial register, tax registrations, opening a bank account, and filing with the beneficial-ownership register. Foreign shareholders routinely miss that last obligation, and it carries penalties, so we track it as a matter of course.
What to watch for in contracts with Polish partners
The most common mistake is signing a contract translated from an English-language template without checking whether its provisions work under Polish law at all. Some clauses familiar from American practice do not produce the intended effect in Poland, and a few are ineffective as a matter of law.
Three things we always check. First, who is signing: whether that person appears in the register as authorized to represent the company, and whether joint representation is required. Second, governing law and jurisdiction - a win before a Polish court is usually far easier to enforce against a Polish counterparty than an American judgment. Third, payment security: an advance, contractual penalties, a promissory note, or submission to enforcement in a notarial deed.
What to check before buying into a company
When you buy shares, you buy the company together with its past - including liabilities the seller may not have mentioned. Legal due diligence normally covers the current register extract and the history of changes, the articles and shareholder resolutions, title to the company's assets, contracts with key customers and employees, arrears in public dues, and any pending court or enforcement proceedings.
A client in California was about to buy shares in a company operating a guesthouse, with the price set by reference to the property's value. Due diligence showed the property was mortgaged to a bank and the company was behind on social insurance contributions. The deal went ahead, but at a price reduced by the value of those liabilities and with part of the price held back until they were cleared.
How do you protect a minority stake?
This scenario is common in family ventures: you put in the capital, a relative in Poland runs the business on the ground, and you split the shares in a proportion that feels fair. The difficulty is that under standard articles a minority shareholder has little influence over decisions - including whether profit is ever distributed.
Protection is built into the articles, not into verbal understandings. The usual tools are: requiring unanimity or a qualified majority for defined actions, shares with weighted voting or dividend preference, the right to appoint a board member, restrictions on transferring shares, agreed exit terms, and a mechanism for resolving disputes. Writing this in at the start costs very little; adding it later requires the other side's consent, which by then is rarely forthcoming.
What happens if a dispute with a partner arises?
Disputes in diaspora companies have a particular character: they are usually family disputes at the same time, and the other side is on the spot with access to the documents while you are five thousand miles away. So the first step is securing information - a shareholder has rights of inspection over company records, and it is worth using them before a dispute escalates.
After that the tools depend on the situation: challenging shareholder resolutions, demanding distribution of profit, pursuing damages caused to the company, and in extreme cases the exclusion of a shareholder or dissolution of the company. All of these proceedings are run in Poland; your presence is usually unnecessary, and your involvement comes down to documents and a power of attorney.
This article is general information about how the process works in Poland. It is not legal advice for your particular matter - the right approach depends on your documents and circumstances, so it is worth discussing your situation individually before you decide anything.
