Short answer: Yes. A Chinese citizen who is not a resident of the EU can be both the 100% shareholder and the sole management board member of a Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.), and can register it through the S24 online system. Polish law imposes no nationality or residency test on shareholders or board members. The real obstacle is not legal eligibility — it is technical: S24 requires an electronic signature, and the most common one (the Trusted Profile) is only available to holders of a Polish PESEL number. This article explains exactly how a Chinese founder without a PESEL clears that hurdle, what changes once they are both sole owner and sole director, and what it costs in 2026.
Key facts at a glance
Can a non-EU foreigner be the sole shareholder?
Yes — no nationality or residency restriction (KSH, general provisions on sp. z o.o.).
Can the same person be the sole board member too?
Yes — Polish law explicitly permits a single-member company where the sole shareholder is also the sole director.
Is a Polish PESEL required to own shares?
No. Shareholders who don’t sign KRS filings can typically be identified by passport data alone.
Is a PESEL required to sign via S24?
Indirectly — the free Trusted Profile (Profil Zaufany) needs a PESEL; a paid Qualified Electronic Signature (QES) does not.
Minimum share capital
PLN 5,000 (≈ EUR 1,100), each share worth at least PLN 50.
Typical S24 processing time
1–5 business days once the filing is complete and correct
State registration fee (S24, 2026)
PLN 250 court fee (the separate PLN 100 Monitor Sądowy i Gospodarczy fee was abolished for entries from 29 November 2025).
Special rule when sole shareholder = sole director
Contracts between that person and the company (e.g. a management or loan agreement) must be made in notarial form.
Why this question comes up so often
Poland has become one of the more accessible EU jurisdictions for foreign-owned company formation: the minimum capital of PLN 5,000 sits well below Germany’s EUR 25,000 GmbH threshold, and market data shows tens of thousands of new sp. z o.o. entities registered in Poland in 2026 alone, a large share of them foreign-owned. For a Chinese entrepreneur evaluating an EU entry point, the sp. z o.o. is attractive precisely because ownership and management can be concentrated in one non-resident, non-EU individual — something not every EU jurisdiction allows without a local co-director or resident agent.
1. Ownership: no nationality or residency barrier
Under the Polish Commercial Companies Code (Kodeks spółek handlowych, KSH), a sp. z o.o. may be formed by one or more shareholders, who may be natural persons or legal entities, Polish or foreign. There is one narrow structural restriction that has nothing to do with nationality: a single-member sp. z o.o. cannot be formed solely by another single-member sp. z o.o. (KSH Art. 151 §2) — a rule aimed at preventing chains of one-person shell companies, not at foreign founders. A Chinese individual founding the company directly is unaffected by it.
For identification purposes, a foreign shareholder is normally recorded using passport data — full name, citizenship, date and place of birth. A PESEL is not a statutory precondition for being a shareholder; it becomes relevant only for people who need to sign documents electronically in Polish government systems.
2. Management: the same person can also be the sole board member
Poland places no requirement that any board member hold Polish citizenship or residency. A sp. z o.o. with a 100% foreign shareholder base and a 100% foreign management board is fully lawful. The sole shareholder may simultaneously serve as Prezes Zarządu (President of the Board) and the only person on it — this “one-person company” structure (spółka jednoosobowa) is common and explicitly contemplated by the Code.
Two practical points follow from combining both roles in one person, and founders frequently underestimate the second:
- Immigration is separate from corporate law. Owning shares and holding a board seat do not, by themselves, require a Polish visa or residence permit. A visa/residence question only arises if the same person also intends to physically live and actively work from Poland.
2. Self-dealing contracts need a notary. When the sole shareholder and the sole board member are the same person, any agreement between that individual and the company — an employment contract, a management contract, a loan, a lease of an asset to the company — must be executed in notarial form (KSH Art. 210 §2). A standard employment contract under the Polish Labour Code is, in practice, not available in this configuration; remuneration is usually structured instead through a notarised management/service agreement or through dividend distributions. This is the single most common compliance trap for solo foreign founders and is worth planning for before incorporation, not after.
3. The real bottleneck: signing the S24 application
S24 (system teleinformatyczny S24) is the Ministry of Justice’s online incorporation portal. It uses a standardised template articles of association and, once correctly filed, is typically processed by the registry court within one to a few business days — markedly faster than the traditional notarial route, which can take one to several weeks.
The catch is authentication. Every person signing the S24 application electronically needs one of two credentials:
- Profil Zaufany (Trusted Profile) — free, but issuing it requires a Polish PESEL number, which a non-resident Chinese citizen will not normally hold.
- Qualified Electronic Signature (QES) — an eIDAS-compliant certificate issued by a certification provider, legally equivalent to a handwritten signature across the EU, and issuable to a foreign national on the basis of a passport, with no PESEL needed.
For a Chinese non-EU founder, the QES is therefore the practical path to sign the S24 filing directly. Where obtaining a QES is inconvenient, the alternative is to incorporate through a notarised power of attorney granted to a Polish law firm or attorney, who then either completes the S24 filing on the founder’s behalf or, for structures needing a bespoke shareholders’ agreement, uses the traditional notarial deed route instead of S24.
4. Costs and capital in practice
The statutory minimum share capital is PLN 5,000 (KSH Art. 154 §1), with each share worth at least PLN 50 (Art. 154 §2); the capital is contributed to the company’s own account, not spent on registration. On top of that, founders should
- Court fee: PLN 250 for an S24 filing (2026 rate; the former PLN 100 Monitor Sądowy i Gospodarczy publication fee was abolished for entries made from 29 November 2025 onward).
- Civil-law transaction tax (PCC): roughly 0.5% of share capital, self-declared on form PCC-3 within 14 days of incorporation.
- A QES certificate, if used: commonly in the range of PLN 250–350 per year.
- Optional but often necessary: sworn Polish translations of the founder’s passport-based documentation, and a registered office address in Poland, which every sp. z o.o. must have.
5. A realistic step-by-step path
- Decide between a direct QES signature and a notarised power of attorney to a Polish law firm — the latter is usually simpler for a first-time non-resident founder and avoids delays in obtaining a QES abroad.
- Prepare identification: passport, and if a representative is used, a notarial power of attorney (apostilled or legalised in China, then translated into Polish by a sworn translator).
- Reserve/confirm the registered office address in Poland.
- File the standard S24 articles of association naming the founder as sole shareholder and sole board member.
- Fund the PLN 5,000 share capital and confirm the payment to the court within the statutory window after registration.
- Once the KRS (National Court Register) entry is issued, NIP (tax ID) and REGON (statistical number) are assigned automatically in the same flow.
- Register for VAT if applicable, open a Polish business bank account, and — before signing any agreement with the company personally — arrange the notarial form required under Art. 210 §2 KSH.
- Budget time separately for a QES or Trusted Profile if the founder will later need to sign annual financial statements electronically as the sole board member.
FAQ
Can a Chinese citizen be the sole owner of a Polish sp. z o.o.?
Yes. Polish law does not restrict share ownership by nationality or residency. A Chinese citizen, resident in China or elsewhere outside the EU, can hold 100% of the shares.
Do I need a PESEL number to register a company in Poland as a foreigner?
Not to be a shareholder. A PESEL becomes relevant mainly for obtaining the free Trusted Profile used to sign electronically. Foreigners without a PESEL typically use a Qualified Electronic Signature or act through a notarised power of attorney instead.
Can one person be both the sole shareholder and the sole board member in Poland?
Yes, this “one-person company” structure is explicitly allowed. The only added requirement is that any contract between that individual and the company must be made in notarial form.
How long does S24 company registration take in Poland?
Typically one to five business days for a complete, correctly prepared filing, versus one to several weeks for the traditional notarial route.
How much does it cost to register a sp. z o.o. through S24 in 2026?
Around PLN 250 in court fees plus roughly 0.5% PCC tax on the share capital, excluding the PLN 5,000 share capital itself and any QES or legal-assistance costs.
Does owning a Polish company give a Chinese citizen the right to live in Poland?
No. Company ownership and board membership are separate from immigration status. A visa or residence permit is only required if the founder intends to physically reside in and actively work from Poland.
Can a non-EU citizen sign the S24 application without travelling to Poland?
In many cases yes — either personally via a Qualified Electronic Signature, or through a Polish attorney acting under a notarised, apostilled power of attorney, without the founder being physically present.
Is a single-member sp. z o.o. allowed to be formed by a foreign shareholder alone?
Yes, with one narrow exception unrelated to foreign status: a single-member sp. z o.o. cannot itself be formed solely by another single-member sp. z o.o.
Michał Burek, LL.M. — attorney-at-law (radca prawny), qualified restructuring advisor, owner and President of the Management Board of the MB/LAW law firm.
He specializes in corporate law, corporate restructuring and insolvency, as well as the handling of cross-border projects (Poland–Germany–Europe).
As a qualified restructuring advisor and member of the National Chamber of Restructuring Advisors, he conducts restructuring proceedings (including arrangement approval proceedings (PZU), remedial (sanacja) and arrangement proceedings) as well as bankruptcy proceedings for small and large companies throughout Poland. He has extensive experience in protecting members of management boards against civil and criminal liability (including under Article 299 of the Commercial Companies Code) and in negotiations with creditors and financial institutions.
He is a graduate of the Faculty of Law and Administration of the Jagiellonian University (2016) and of the LL.M. programme at Heidelberg University (DAAD scholarship). He combines a solid academic background with practical business experience, which enables him to offer entrepreneurs comprehensive, tailor-made solutions — from ongoing legal support for companies and startups, through restructuring of liabilities and raising bridge financing, to cross-border advisory services in Polish, English and German.
At MB/LAW, he is building a team of experts who also specialize in compliance with digital regulations (AI Act, NIS2, GDPR, Data Act, Cyber Resilience Act) and new technology matters, offering clients “one-stop shop” support in corporate law, restructuring and compliance.
Sources
- Kodeks spółek handlowych (Polish Commercial Companies Code) — official legislative text, Sejm/ISAP
- S24 system, Ministry of Justice — official incorporation portal
- Biznes.gov.pl — official Polish government business portal, registration fees
- CGO Legal, Limited Liability Company in Poland (sp. z o.o.) – setup, tax and structure guide 2026, cgolegal.com
- CGO Legal, Starting a business in Poland as a foreigner in 2026, cgolegal.com
- Von Zanthier & Dachowski, Single-Member Limited Liability Company in Poland: Is It Possible?, vonzanthier.com
- Savesta Consulting, Board in a Polish limited liability company (sp. z o.o.), savesta.eu
- Saregofinance, PESEL for Foreign Company Directors in Poland, saregofinance.pl
- ATL Law, KRS Registration in Poland in 2026 – Documents, Costs, Deadlines, atl-law.pl
- Meyis, How Much Does It Cost to Start a Company in Poland in 2026?, meyis.pl
