Decisions without borders - remote company management in Poland

German philosophers coined the term Zeitgeist to describe the spirit of an era, an invisible force that shapes the behavior of entire generations. Zeitgeist is a deep shift in consciousness that makes some ideas suddenly feel obvious for communities, while others fade away for good.

When the pandemic hit in 2020, conference rooms in Poland emptied almost overnight. Suddenly, crucial corporate decisions that usually required the approval of a broad group of partners or shareholders had to be taken online. The transition was anything but smooth. With unclear regulations and makeshift arrangements, companies and lawyers in Poland had to learn quickly how to keep decisions moving in a new digital environment.

Poland’s Commercial Companies Code has since been updated to bring corporate life into the digital era. Management boards, supervisory boards and shareholders’ meetings can now meet and adopt resolutions through remote communication. For anyone running a Polish company, this opens the door to operating entirely online, whether you are in Berlin, New York or a coworking space in Bali. However, to make it work safely, the company needs solid governance tools in place, such as clear bylaws, reliable procedures, and trusted platforms for voting, keeping minutes and signing documents.

In this article we focus on the limited liability company (spółka z ograniczoną odpowiedzialnością, or sp. z o.o.), one of the most common and practical form of capital company in Poland. It provides the best lens to show what the digital Zeitgeist of management looks like in practice.

Shareholders Online

An online shareholders’ meeting must meet certain formal requirements. First and foremost, you need bylaws for remote meetings that set out the technical rules for participation. Such bylaws should specify, among other things, how shareholders log in and how their identity is verified; the guarantee of two-way communication (shareholders must be able to speak and hear other participants during the proceedings) and the procedure for lodging objections to resolutions. Your bylaws should also cover what happens when technology fails (because it will). What if someone gets disconnected during a crucial vote? How do you count votes when people are joining from different devices? What if the internet goes down? Smart companies plan for these scenarios upfront. 

The bylaws may be adopted by the supervisory board or, when there is none, by the shareholders, even without convening a formal meeting, with the written consent of a majority of shareholders. And remember, that even though shareholders join from different corners of the world, an online shareholders’ meeting must indicate a place in Poland where it is deemed to be held. This should be the company’s registered seat or another location within the Republic of Poland permitted by the articles.

Resolutions without a meeting

The Polish law also provides alternative ways to adopt resolutions when getting everyone together physically or remotely is difficult. The key provision is Article 227 § 2 KSH, which allows resolutions to be passed without convening a meeting in two ways:

Unanimous consent - in this scenario all shareholders give written consent to the wording of the resolution. This can be done on a single resolution document that circulates among shareholders or on separate counterparts, as long as each vote is cast “for” the resolution. If shareholders use qualified electronic signatures (QES), the resolution can also be signed digitally.

Written voting with a majority - here, all shareholders must first unanimously agree to use the written procedure for the specific matter, but the resolution itself then passes by the usual majority required by law or by the articles. In other words, unanimity is only needed for the procedure, not for the substance. Technically, this can be done in two stages: first everyone signs the consent to written voting, then votes “for” or “against” are collected and the majority is counted. It is even possible to collect the consents to the written mode and the votes on the resolution at the same time by circulating appropriate forms. Again, equipping shareholders with qualified signatures enables the entire document flow to remain digital.

Not every decision can be taken by circulation. There are decisions that the law requires to be made at a formal meeting. A good example is an amendment to the articles of association, which usually requires a notarial deed. In such cases, a written or remote procedure cannot replace a formal meeting held in Poland, which must include at least a notary and a chairman. In such cases, very often the most straightforward solution is to grant a power of attorney to a local representative who can attend a shareholders’ meeting that needs to be held in the traditional form. Such a power of attorney requires simple written form (a handwritten signature or a qualified electronic signature is sufficient) and can also cover matters requiring a notarial deed. For many of our international clients, this is the standard option.

In day-to-day practice, however, most resolutions in a sp. z o.o., such as appointing a commercial proxy, approving the financial statements or making minor changes to the management board, can be safely adopted through one of the flexible procedures described above. For foreign shareholders this is often a real lifeline when an urgent decision is needed and they are on another continent.

QES and Trusted Profile

When it comes to signing documents remotely, two tools are particularly relevant in Poland: the qualified electronic signature (QES) and the Trusted Profile (profil zaufany, ePUAP). Both make it possible to approve documents digitally, but their role and legal effects are different.

A qualified electronic signature is a specific type of electronic signature created with a qualified signature-creation device and based on a digital certificate issued by a certified provider. Under EU law (the eIDAS Regulation), and in line with Article 78(1) § 2 of the Polish Civil Code, a declaration of intent bearing a QES has the same legal effect as a handwritten signature. In practice this means that contracts and corporate documents which by law require written form, such as transfers of economic copyrights or certain types of powers of attorney, can be validly executed with a QES.

The Trusted Profile is a free solution available through Poland’s e-government system to anyone who has a Polish PESEL number. Foreign nationals can also obtain a PESEL, provided they have a confirmed place of residence in Poland. The Trusted Profile is first and foremost a tool for secure identification in dealings with public authorities online. It allows users to log into government platforms and file official applications electronically, including submissions to the National Court Register (KRS), tax filings, and many other administrative procedures. It can also be used to sign documents, with each signature tied to the verified identity of the person and the exact date and time of signing. In everyday business practice this is sufficient for most routine corporate documents. In Polish law it corresponds to “documentary form” and works well, for example, for service agreements or NDAs.

It is important that the Trusted Profile is not the same as a qualified electronic signature. Just like popular international tools such as DocuSign, it does not satisfy the requirement of written form wherever the law demands it. In such cases only a QES or a traditional handwritten signature is valid.

The reason these two solutions matter so much in Poland is the National Court Register (Krajowy Rejestr Sądowy, KRS). Since 1 July 2021, all filings with the KRS must be made exclusively in electronic form. Paper submissions are no longer accepted. Every application to register a company or update its data must be signed electronically, using either a Qualified Electronic Signature or a Trusted Profile, and then filed online. All correspondence with the registry court is also electronic: decisions and official letters are delivered directly to the user’s account in the system instead of being sent by post.

For foreign entrepreneurs this is often a real advantage, because with the right signature they can handle the entire process remotely, preferably with the help of their local attorney (the whole system is in Polish and is based on the formal procedure). This becomes particularly important in the case of remote incorporations, which require personal statements from shareholders or board members, and for the approval of financial statements, which must be signed with either a Trusted Profile or a QES by the individuals responsible for preparing them.

Remote Company Registration

Modern rules and digital tools in Poland allow not only the management of an existing company but even the full incorporation of a sp. z o.o. remotely. The Ministry of Justice offers the S24 system, an online portal for company registrations. While the platform may not be perfect from a technical perspective, with a QES or a Trusted Profile it is possible to form a company online, using the standard sp. z o.o. template and without the involvement of a notary. Shareholders complete electronic forms and the necessary statements, sign them electronically, and submit the package to the KRS. This solution has become especially popular among startups and IT professionals who want to begin operating quickly.

Everyday Tools Complete the Puzzle

In practice, operating a sp. z o.o. remotely requires not only knowledge of the law but also the use of reliable digital solutions that bring together management, communication and security. The most widely used tools today include:

• Platforms for managing corporate resolutions, such as dedicated SaaS systems for voting and minute-taking, which provide full control over meetings and decisions directly from the browser and accessible from anywhere.

• Cloud-based document management systems with advanced change-tracking and versioning, such as Microsoft 365, Google Workspace or dedicated DMS platforms, which ensure security and transparency.

• Integrated e-signature and e-document platforms based on certified qualified signatures, where signing, archiving and sharing are automated and legally compliant.

• Secure communication and videoconferencing tools with end-to-end encryption, such as Zoom, Microsoft Teams, Google Meet or Cisco Webex, which also support online voting and moderation.

• Dedicated virtual offices for management and staff, which not only provide a registered address online but also allow correspondence, powers of attorney and tasks to be managed through a web interface.

A professional setup also includes the use of security tokens or advanced two-factor authentication to protect corporate systems against unauthorized access.

With these tools, running a company becomes efficient and transparent regardless of time zone or the location of board members and shareholders. The efficiency and security of digital processes are now central to the success of any remote-first business. For lawyers, this shift also means being tech-savvy: understanding how the systems work in practice, spotting their limitations, and helping clients navigate both the legal framework and the technical imperfections of digital governance.

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This newsletter provides general information about doing business in Poland. Always consult with qualified legal professionals for advice specific to your situation.