From January 1, 2026, certain foreign nationals applying for a PESEL number in Poland will be required to appear in person at a municipal office. This change eliminates the previously common option of acting through a proxy and will force many companies with foreign ownership to adjust their organizational practices. Although a PESEL number is not formally required to register a company in Poland, its absence often prevents the fulfillment of key obligations toward public institutions.
Why having a PESEL in the management board matters in practice
In Poland, a company can be incorporated without a PESEL number, and this option is most often used by foreign nationals who wish to avoid the application process. In practice, however, having at least one board member with a PESEL number is critical for the smooth functioning of the company.
Firstly, financial statements submitted via the electronic system can only be filed by individuals whose PESEL is disclosed in the National Court Register (unless an attorney-at-law or legal counsel acts on behalf of the company). Secondly, a PESEL number is required for signing and submitting certain tax declarations. Once assigned, the number should be linked to the qualified electronic signature used.
The consequences for companies are real: without a PESEL, it is often impossible to file financial statements, create a trusted profile, or fulfill selected tax obligations. For this reason, once obtained, the PESEL must be disclosed in the National Court Register (KRS).
PESEL for foreign nationals – what changes from January 1, 2026
Until now, a foreign national residing abroad could obtain a PESEL through a proxy. It was sufficient to provide an appropriate power of attorney and a certified copy of the identity document, and the proxy would submit the application to the competent office.
From January 1, 2026, this practice will no longer be available for citizens of certain countries (especially outside the EU). In such cases, personal appearance at the municipal office will be required, which in practice means traveling to Poland. If the foreign national does not speak Polish fluently, a sworn translator will need to be arranged. Advisory support will remain advisable, primarily to verify the legal basis and ensure formal correctness of the application.
This change will particularly affect companies with foreign capital whose boards consist exclusively of foreign nationals. Without permanent presence in Poland, obtaining a PESEL may require a separate visit solely for this purpose. Consequently, some businesses may consider modifying their practices and appointing at least one Polish citizen or a citizen of another EU member state to the board to ensure operational continuity.
Who will be subject to the personal appearance requirement
Personal appearance will be required if the applicant is not:
- a citizen of an EU member state,
- a citizen of an EFTA member state – party to the EEA agreement,
- a citizen of the Swiss Confederation or a family member of such persons,
- a citizen of the United Kingdom who exercised the right of residence or cross-border worker rights before the end of the transition period and continues to do so, or a family member of such persons.
Exception: children born in Poland will not be required to appear in person.
Where and how to apply if there is no registered address
For foreign nationals not registered in Poland, the application must be submitted at the municipal office. It must be properly justified by indicating the legal basis that creates the obligation to hold a PESEL number. This formal requirement is crucial for efficient processing of the application.
It is advisable to plan visits for board members well in advance, considering language requirements and logistics. The Ministry of Digital Affairs also announces further changes, including limiting the issuance of PESEL numbers to individuals whose sole reason is to confirm a trusted profile.
Impact on corporate governance and ongoing obligations
The new rules may extend the time needed to organize corporate activities related to financial reporting, qualified signatures, and registry filings. When changing the composition of the management board (especially involving foreign nationals subject to the new requirement), the need to travel to Poland and appear in person becomes an additional organizational and financial burden.
Therefore, planning the composition of the board with PESEL requirements in mind, as well as sequencing actions (obtaining the number, updating KRS and CRBR, configuring the qualified signature), will be an important element of compliance.
How to address these changes with “Directorship Services”
The new regulations do not have to result in operational paralysis. A practical solution for companies whose board members are foreign nationals may be local directorship and representation services, provided transparently and in accordance with Polish corporate regulations.
What local representation actually includes
- Acting as a board member (local presence of experienced individuals in the role of special-purpose company director),
- Physical presence in the local jurisdiction, including participation in board meetings,
- Reviewing and signing financial statements, as well as ad hoc support in ongoing formal matters,
- Coordination of technical aspects: obtaining a PESEL number (if required), disclosing it in KRS/CRBR, and organizing a qualified electronic signature.
All actions taken by the local representative are agreed upon with the company’s shareholders and remain within the mandate adopted by the company.
Commercial proxy (PL: prokurent) – when and for what purpose
A commercial proxy (prokura) is a special power of attorney granted by an entrepreneur registered in the Central Register and Information on Economic Activity or the National Court Register in Poland, authorizing the proxy to perform judicial and extrajudicial acts related to running the enterprise. The proxy must be a natural person with full legal capacity, appointed by a resolution of the management board or shareholders in the case of companies. Types of prokura include:
- Independent – one proxy acts independently within the established scope,
- Joint – actions taken jointly by several proxies or together with a board member/shareholder authorized to represent the company,
- Branch – limited to matters entered in the branch register.
Prokura must be granted in writing under pain of nullity, with the proxy’s consent. It may be established for a definite or indefinite period and revoked at any time. Registration in KRS is required but has a declaratory effect (validity does not depend on entry).
Scope of authority: the proxy represents the entrepreneur in judicial and extrajudicial matters related to running the enterprise (contracts, declarations, liabilities, employment, litigation).
Exclusions: without a separate special power of attorney, the proxy cannot sell the enterprise, dispose of or encumber real estate, lease the enterprise, or establish a mortgage. Nor can they grant further prokura or general powers of attorney.
Events such as the proxy’s death, bankruptcy, liquidation, or transformation of the entity terminate the prokura by law.
Where Directorship Services add the most value
The new personal appearance requirement for obtaining PESEL for certain non-EU/EFTA/Swiss nationals and some UK citizens means companies should secure operational continuity without unnecessary delays. Local directorship services:
- Ensure capability for actions requiring PESEL and qualified signatures,
- Reduce organizational burden – especially when foreign board members do not reside permanently in Poland,
- Facilitate compliance – timely KRS/CRBR updates and smooth financial reporting.
A mixed model can be considered: a local board member (or proxy) ensures operational efficiency, while other members (often abroad) perform strategic and supervisory functions. This approach minimizes downtime while remaining compliant with new formal requirements.
What should be the next steps
- Risk mapping: verify the citizenship of board members and whether they fall under the personal appearance requirement after January 1, 2026,
- Action timeline: plan travel dates, sworn translator availability, and sequence of steps (PESEL, KRS/CRBR, qualified signature),
- Representation structure: consider appointing a local board member or granting prokura (with the appropriate type: independent/joint/branch),
- Internal procedures: prepare templates for resolutions, powers of attorney, and role matrices; define document flow and responsibilities.
Summary
The new regulations, effective from January 1, 2026 tighten requirements for obtaining a PESEL number for certain foreign nationals, introducing a mandatory personal appearance at the municipal office. For companies with foreign capital, this is primarily an organizational challenge that can be addressed in advance by properly structuring representation—either by appointing a local board member or by using the institution of prokura.
Local directorship and representation services offer a practical way to ensure business continuity while maintaining corporate governance standards. Compliance remains key: disclosing PESEL in KRS/CRBR, configuring qualified signatures, and being ready for timely financial reporting.
Contact our expert for additional information:
