The Act of 4 November 2022 amending the Act on the National Court Register, Civil Procedure Code, and Commercial Companies Code (Journal of Laws of 2022, item 2436) took effect on 15 December 2022making it considerably easier for foreigners to launch business operations in Poland in the form of a commercial company (Note that the term “company” in this article is used for convenience and refers to both companies and partnerships). Under the act, foreigners will no longer be required to have a personal civil identification number (PESEL) to register a company in the register of business entities of the National Court Register. In addition, the Minister of Justice is required to provide templates in the online Public Information Bulletin for the articles of association of commercial companies registered online, in Polish and also in a language that can be understood by as many foreign language speakers as possible.
At the moment, when registering a commercial company, a foreigner who does not have a PESEL number is required to give their date of birth instead of the PESEL. Up until 15 December 2022, the PESEL was an essential part of a filing made with the National Court Register. Although a foreigner is no longer required to have a PESEL when registering a company, this does not mean that they cannot apply for a PESEL.
In practice, in the long term, having a PESEL could make it easier for foreigner to conduct business actively in Poland. In certain cases, a PESEL could turn out to be useful for a foreigner, especially if they do not have a qualified electronic signature issued by an institution that meets certain requirements under Polish law - the Act of 5 September 2016 on Trust Services and Electronic Identification (consolidated text, Journal of Laws of 2021, item 1797).
In such a case, a PESEL is needed to create an e-government profile, which is one of the main ways of dealing with government authorities online in Poland, regarding matters such as registration of a commercial company using an agreement template provided in the computer system, or, in the case of appointment to a management board, registration of a company with the Central Register of Beneficial Owners and signing a company’s financial statements.
For this reason, even though there is now a mechanism in Polish law for foreigners to register a company in the National Court Register without having a PESEL, when opting not to have a PESEL, a foreigner should consider how useful a PESEL may be overall if intending to conduct business in Poland.