Obcokrajowiec w zarządzie spółki
12.05.2026 Company law

Foreigner on a Company’s Management Board?


Find out how to obtain a PESEL number and a qualified electronic signature 

Conducting business activity in Poland by a foreigner permanently residing abroad involves numerous administrative issues. Fulfilling the statutory obligations imposed on such a person as a result of business activity may raise many doubts as to how they should be properly carried out. 

One of such obligations is the submission of financial statements to the National Court Register (KRS) or making notifications to the Central Register of Beneficial Owners (CRBR). These documents may be submitted exclusively in electronic form. How, then, can a foreigner perform such actions? 

Obligations of the company’s management board 

The management board of a limited liability company is obliged to represent the company and manage its affairs. One of such matters is the preparation and submission of the financial statements to the KRS. Financial statements may be submitted in two ways: 

  1. Via the Financial Documents Repository (RDF) 
  1. Via the S24 portal 

Financial Documents Repository (RDF) 

Submission of a company’s financial statements to the KRS via the RDF is subject to certain limitations. This option is available to companies in which at least one member of the management board has a PESEL number entered in the KRS. This option is free of charge. 

S24 portal 

Submitting financial statements via the S24 portal is subject to a fee. To make such a submission, it is necessary to complete the appropriate form – an application for an entry in the register of entrepreneurs indicating the submission of financial documents. 

This method must be used by representatives of companies who do not have a PESEL number or whose PESEL number has not been disclosed in the KRS. 

Obtaining a PESEL number 

As of 1 January 2026, the procedure for assigning a PESEL number to a foreigner differs depending on the country of origin: 

European Union (EU) / European Economic Area (EFTA/EEA) / Switzerland and the United Kingdom (with certain reservations) 

Third countries not listed above 

A PESEL number may be assigned to foreigners in two ways: 

Registration of temporary residence for a period longer than 30 days 

Submission of an application for assignment of a PESEL number to any municipal office 

Submission of an application 

When choosing to submit an application, the following information must be included: 

  • personal data of the applicant, 
  • details of the identity document, and 
  • the legal basis for obtaining a PESEL number. 

If the need to obtain a PESEL number results from a request by an authority, that authority should indicate the relevant legal basis. 

The application may be submitted by the foreigner or by their proxy at any municipal office. 

An application submitted by a proxy must be accompanied by: 

  • a notarized, apostilled and Polish‑translated copy of the identity document, 
  • a power of attorney authorizing the proxy to act on behalf of the person to whom the PESEL number is to be assigned. 

If deficiencies in the application are identified, the authority will notify the applicant and request that such deficiencies be remedied. 

EU, EFTA/EEA, Switzerland and the United Kingdom 

Persons holding citizenship of the following states: 

  • European Union, 
  • European Free Trade Association (EFTA), 
  • European Economic Area, 
  • Switzerland, 

as well as family members of the above persons, may submit the application via a proxy. 

In addition, such an application may be submitted via a proxy by citizens of the United Kingdom if they: 

exercised the right of residence in an EU Member State in accordance with EU law before the end of the transition period related to the UK’s withdrawal from the EU and continue to reside there thereafter; 

exercised rights as frontier workers in at least one EU Member State in accordance with EU law before the end of the transition period related to the UK’s withdrawal from the EU and continue to do so thereafter; and 

members of their families who meet the conditions set out in Article 10(1)(e) or (f) of the Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the European Union and the European Atomic Energy Community. 

Third countries 

As of 1 January 2026, amendments to the Population Register Act entered into force. Under these provisions, nationals of third countries (not belonging to the EU, EFTA/EEA or Switzerland) will not be able to obtain a PESEL number without appearing in person at the authority. 

If such a person does not speak Polish, the participation of a sworn translator will be required. 

Qualified electronic signature 

All governmental platforms, as well as platforms such as the PRS, allow applications and submissions to be filed online. 

A qualified electronic signature has the same legal effect as a handwritten signature. It may be used by an entrepreneur for: 

  • handling official administrative matters, 
  • signing financial statements, 
  • concluding contracts with business counterparts. 

Obtaining a qualified electronic signature for a foreigner 

The procedure for obtaining a qualified electronic signature for a foreigner is similar to that applicable to Polish citizens. 

The main difference lies in the identity document used for verification of the signature holder’s identity. Verification of a foreigner’s identity is carried out on the basis of an identity card or passport. 

To obtain a qualified electronic signature, it must be purchased from one of the certified providers. 

Activation of the signature usually requires: 

  • an identity document, 
  • an email address, and 
  • a telephone number. 

How we can help 

TGC Corporate Lawyers provides comprehensive assistance to entrepreneurs, including: 

obtaining or assisting in obtaining a PESEL number, 

assistance in obtaining a qualified electronic signature, 

assistance in organizing a sworn translator, 

submission of financial statements to the RDF. 

Summary 

A foreigner serving as a member of the management board of a Polish company must comply with a number of formal requirements, particularly in the area of electronic communication with public authorities. The ability to submit financial statements to the KRS and possession of tools enabling online document signing are of key importance. In practice, this means the need to obtain a PESEL number and a qualified electronic signature. 

Depending on the foreigner’s citizenship and residence status, the procedure for obtaining a PESEL number may vary significantly, especially following the legislative changes effective as of 1 January 2026. At the same time, a qualified electronic signature constitutes a fundamental tool enabling the remote performance of corporate duties. Proper formal preparation allows delays, costs and risks related to non‑compliance with statutory management board obligations to be avoided. 

Frequently Asked Questions (FAQ) 

Does a foreigner on the management board always have to hold a PESEL number?

Is it possible to appoint a foreigner to the management board without staying in Poland?

Does a foreigner need to have a Polish residential address?

Is a qualified electronic signature issued abroad recognized in Poland? 

Is it possible to act exclusively through a proxy without a qualified electronic signature?

What are the consequences of failing to submit financial statements on time?

Is a foreigner on the management board subject to tax obligations in Poland?

Does the lack of a PESEL number affect CRBR reporting?

How long is a qualified electronic signature valid?

Is it possible to combine procedures (PESEL + signature) into a single process?


Paulina Bereda Legal Advisor/Associate
TGC Corporate Lawyers

A legal counsel with many years of professional experience. She specializes in broadly understood civil law, commercial law, and business law.

Want to stay up to date?
Subscribe to our newsletter!
Full version

TGC Corporate Lawyers

ul. Wronia 10
00-840 Warszawa
Polska

Office reception:  +48 22 295 33 00

contact@tgc.eu

NIP: 525-22-71-480, KRS: 0000167447,
REGON: 01551820200000. Sąd Rejonowy dla
m.st. Warszawy, XII Wydział Gospodarczy

Mapa