Legal services for foreign companies in Poland
Legal services for foreign companies in Poland begin with selecting the right operating model. The next steps may include registration, contracts, shareholder decisions, staff relationships and disputes with counterparties. These areas should form one coherent system that reflects how the business will actually operate.
Tomasz Piotr Chudzinski & Partners Law Firm advises English-speaking and Spanish-speaking entrepreneurs, as well as businesses from Ukraine. We help clients enter the Polish market, establish or acquire a company, prepare commercial agreements and handle ongoing corporate matters. We also represent foreign businesses in commercial disputes and proceedings before Polish authorities and courts.
This service is focused on business activity, not on residence matters. If a project requires tax, accounting, immigration or technical advice, we define the legal scope and coordinate with the relevant specialist where agreed.
Who can use our legal services for foreign companies in Poland?
- entrepreneurs planning to establish a company or start business activity in Poland;
- foreign companies considering a branch, representative office or subsidiary;
- shareholders and management board members of Polish companies with foreign capital;
- investors acquiring shares, a business or real estate;
- companies contracting with Polish counterparties;
- businesses requiring ongoing legal support in English, Spanish or Ukrainian;
- foreign entities involved in a dispute before a Polish court or authority.
We agree the working language and scope at the beginning. Documents filed with Polish registers, authorities or courts are prepared in the language required by the relevant procedure. If a sworn translation is necessary, we identify the requirement and can coordinate with a translator.
Business support for foreign investors
Selecting the legal form and establishing a company
We compare the available structures, representation rules, liability, capital requirements and decision-making models. Once you select a structure, we prepare the articles, powers of attorney, resolutions and registration documents.
The available forms may depend on citizenship, residence status and the proposed activity. A sound structure must also reflect the source of capital, number of shareholders, financing arrangements and the plan for future growth.
Registration in KRS and CRBR, and corporate changes
We conduct registration proceedings and assist with obligations that follow incorporation. This includes amendments, shareholder resolutions and documents concerning the management board, capital, address and business objects. In addition, we advise on filings with the Central Register of Beneficial Owners, known as CRBR.
In addition, we organise corporate records, deadlines and the division of authority. Formal entries should reflect the company’s actual operating model so that decisions can be taken without avoidable delay.
Commercial contracts in English and Polish
We draft and negotiate sale, supply, service, distribution, cooperation, licence and confidentiality agreements, as well as contracts with key personnel. In particular, we address governing law, court or arbitration clauses, the prevailing language, liability, payments and termination.
A bilingual agreement should clearly define the relationship between its language versions. A mechanical translation of a Polish template is not enough. Instead, the document must reflect performance, the counterparty’s country, data and goods flows, and the practical enforceability of claims.
Ongoing corporate and commercial advice
Under an ongoing arrangement, we advise the management board, review decisions and contracts, prepare resolutions and handle correspondence with counterparties. We agree who may instruct the Firm, how materials will be provided and how urgent matters will be handled.
The fee model may be a monthly retainer, a package of hours or separate agreed projects. Our broader service is described on the page about legal services for businesses in Poland.
Shareholder relations and corporate governance
We help structure financing, voting, management appointments, profit distribution and exit rights. To put these arrangements in place, we prepare shareholders’ agreements and documents protecting the investment. Where shareholders have different expectations or one of them blocks decisions, we also help address the conflict.
Early agreement on a dispute-resolution process reduces the risk of deadlock. If a conflict has already arisen, we separate corporate measures, negotiations and litigation preparation.
Disputes with Polish counterparties
We represent foreign businesses in claims concerning payment, contractual performance, damages, termination, confidentiality and non-compete obligations. At the outset, we examine jurisdiction, governing law, dispute-resolution clauses, evidence and the possibility of interim relief.
We then conduct negotiations, court proceedings and enforcement. Further information is available on our page about commercial disputes in Poland.
Investment, share acquisitions and legal due diligence
We assist with the acquisition of shares, businesses and selected assets. First, we define the scope of legal due diligence and examine corporate documents, key agreements, disputes, intellectual property and regulatory risks. We then prepare the transaction documents and closing conditions.
The review is proportionate to the transaction’s value, sector and purpose. A smaller project may require analysis of a focused set of documents. By contrast, a larger transaction may need several workstreams and cooperation with tax and financial advisers.
Real estate and permits from the Ministry of the Interior
We advise foreign investors on real estate agreements and the requirement to obtain a permit. In certain circumstances, the rules may also apply to an acquisition of shares in a company that owns real estate. The position depends on the buyer, the property and the transaction structure.
Before signing, we review the conditions, documents and timetable. The application should present the transaction consistently and provide evidence required under Polish law.
Inspections, permits and administrative proceedings
We represent foreign businesses in dealings with Polish authorities, inspections and proceedings concerning permits or sanctions. As part of that representation, we prepare submissions, administrative appeals and complaints to administrative courts.
If a decision affects the continued operation of the business, we also assess whether its enforcement can be suspended and which parallel steps should be taken.
How cooperation with a foreign entrepreneur begins
1. Commercial objective and project participants
Please describe the planned activity, investors, sector, expected timetable and preferred working language. For an existing company, identify its legal form and the current issue.
2. Conflict check and document list
After initial qualification, we carry out a conflict check and provide a focused list of documents. There is no need to send an entire archive before the scope has been agreed.
3. Scope, timetable and fees
Before starting, we define the intended result, responsibilities, stages and fees. In particular, for registration and transaction matters, we identify steps that depend on a court, authority, bank, notary or translator.
4. Ongoing communication
We agree the contact persons and the process for approving documents. In ongoing cooperation, we also establish priorities, deadlines and a route for urgent requests.
When should a foreign business contact the Firm?
- an investor plans to establish a company or enter the Polish market;
- a choice must be made between a company, branch and another operating form;
- shareholders need to agree governance before contributing capital;
- a Polish company needs its KRS, CRBR or corporate records organised;
- the business is negotiating an important contract with a Polish counterparty;
- a dispute has arisen over payment, delivery, quality or termination;
- an acquisition of shares, a business or real estate is planned;
- a Polish authority has commenced an inspection or proceeding.
Frequently asked questions
Can a foreign national establish a limited liability company in Poland?
In many cases, yes. The available forms may nevertheless depend on citizenship, residence status and other circumstances. The shareholders, board, financing and post-registration obligations should be decided before incorporation.
Can the Firm handle the complete company registration?
Yes, within the granted authority and the requirements of the selected procedure. Certain steps may require participation by a shareholder, notary, bank, translator or tax adviser. We identify them before the project begins.
Do you prepare contracts in English or in two languages?
Yes. We draft and negotiate documents in the agreed language. In a bilingual contract, we state which version prevails and check whether the legal concepts have a comparable effect.
Can you represent a foreign company before a Polish court?
Yes. We first assess jurisdiction, governing law, the dispute clause, deadlines and evidence. We then recommend negotiations, interim relief or court proceedings according to the objective and risk.
Does this service cover residence matters?
The principal scope is business activity, companies, contracts, investments and disputes. If separate immigration advice is required, we explain this and can agree the involvement of an appropriate specialist.
Is a permit required to buy real estate in Poland?
Not in every transaction. The answer depends on the buyer’s status, the type and location of the property and the acquisition structure. In certain cases, the rules also apply to shares in a company that owns real estate.
Are you planning a business or investment in Poland?
In the contact form, identify the investor’s country, proposed structure, sector, preferred language, expected timetable and main objective. After a conflict check, we will propose the document list and scope of support.
Selected practical guidance for foreign investors is available in our English-language blog.
