Limited liability company as a foreigner in Poland

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During establishment process of a limited liability company, you should pay attention to whether the company will have the status of a foreigner or not. A statement on this status is a mandatory attachment to the application for registration of a limited liability company. Such a statement must also be submitted each time the status of the company changes in this respect.

Act on the National Court Register

This obligation results directly from the Act on the National Court Register. According to Art. 19:

  1. In the application for entry in the register of entrepreneurs or amendment of the entry covering the acquisition or taking up of shares, stocks or all rights and obligations, and in the case of submission of documents (…) containing information on changes in the company’s partners to the register files, the applicant shall include a statement whether he is a foreigner in within the meaning of the Act of March 24, 1920 on the acquisition of real estate by foreigners (…).
  2. In the case of having the status of a foreigner within the meaning of the Act of 24 March 1920 on the acquisition of real estate by foreigners, the applicant in the application referred to in para. 1, shall also include a statement whether it is the owner or perpetual usufructuary of real estate located on the territory of the Republic of Poland.

Who is a foreigner?

Pursuant to the Act on Acquisition of Real Estate by Foreigners, the definition of “foreigner” is fulfilled by:

  1. a natural person without Polish citizenship;
  2. a legal person established abroad;
  3. a company without legal personality of persons listed in point 1 or 2, established abroad, established in accordance with the legislation of foreign countries;
  4. a legal person and a commercial company without legal personality with its registered office in the territory of the Republic of Poland, controlled directly or indirectly by persons or companies listed in points 1, 2 and 3.

When the limited liability company is considered a foreigner?

In the case of companies, including limited liability company (polish: sp. z o.o.) a foreigner is a company in which a foreigner or foreigners hold, directly or indirectly, more than 50% of votes at the shareholders’ meeting or general meeting, also as a pledgee, usufructuary or on the basis of agreements with other persons, or have a dominant position within the meaning of the provisions of the Commercial Companies Code.