From January 1, 2026, significant changes will affect the process of obtaining a PESEL number for foreign nationals in Poland. The most important change is the mandatory personal appearance at a municipal office for certain applicants. This eliminates the previously common option of acting through a proxy and will require many companies with foreign ownership to rethink their governance and compliance strategies.
Although a PESEL number is not formally required to register a company in Poland, its absence often creates practical barriers. It is essential for:
- Filing financial statements electronically,
- Submitting tax declarations,
- Using a qualified electronic signature.
Without PESEL, companies may face delays in meeting obligations to the National Court Register (KRS) and the Central Register of Beneficial Owners (CRBR). Once obtained, the PESEL must be disclosed in these registers.
Why PESEL Matters for Corporate Governance
Foreign investors often incorporate Polish companies without obtaining PESEL for board members. While legally permissible, this approach can lead to operational challenges. For example:
- Financial statements can only be filed by individuals whose PESEL is recorded in KRS (unless a legal counsel acts on behalf of the company).
- Certain tax filings require a PESEL-linked qualified electronic signature.
In short, having at least one board member with a PESEL number is critical for smooth compliance.
What Changes in 2026?
Until now, foreign nationals could obtain PESEL through a proxy by submitting a power of attorney and certified ID copies. From January 1, 2026, this will no longer be possible for citizens of certain countries—primarily outside the EU. Personal appearance will be mandatory, which in practice means traveling to Poland. If the applicant does not speak Polish, a sworn translator will be required. Advisory support remains recommended to ensure formal correctness.
This change will particularly impact companies whose boards consist exclusively of foreign nationals. Without permanent presence in Poland, obtaining PESEL may require a dedicated visit, increasing costs and complexity. As a result, some businesses may consider appointing a Polish or EU citizen to the board to maintain continuity.
Who Is Affected?
The personal appearance requirement applies to applicants who are not:
- Citizens of EU Member States,
- Citizens of EFTA countries (EEA agreement),
- Citizens of Switzerland or their family members,
- Certain UK nationals with specific residency or cross-border work rights.
Exception: children born in Poland are exempt.
Practical Considerations
For foreign nationals without a registered address in Poland, applications must be filed at a municipal office and properly justified by citing the legal basis for requiring PESEL. Planning visits in advance—including logistics and language support—is essential. The Ministry of Digital Affairs also signals further restrictions, such as limiting PESEL issuance for purposes like confirming a trusted profile.
Impact on Foreign-Owned Companies
The new rules may extend timelines for corporate actions such as financial reporting, registry updates, and board changes. Travel requirements and in-person procedures add organizational and financial burdens. Compliance planning should include:
- Mapping board members’ citizenship and obligations,
- Sequencing steps (PESEL → KRS/CRBR → qualified signature),
- Considering structural changes to governance.
Mitigating Risks with Directorship Services
The new regulations do not have to disrupt operations. Local directorship and representation services offer a practical solution for foreign investors. These services typically include:
- Acting as a local board member,
- Physical presence for compliance actions,
- Signing financial statements,
- Coordinating PESEL registration and qualified signatures.
All actions are agreed upon with shareholders and remain within the company’s governance framework.
What Should Investors Do Now?
- Assess risk: Verify which board members fall under the new rules.
- Plan ahead: Schedule visits and translators if needed.
- Secure representation: Consider appointing a local director or granting prokura.
- Update procedures: Prepare templates for resolutions and powers of attorney.
The new PESEL rules introduce mandatory personal appearance for certain foreign nationals, creating compliance challenges for foreign-owned companies. Early planning and leveraging local representation services can help maintain business continuity and ensure regulatory compliance.
ASB Group offers Local directorship and representation services in Poland.
Contact us for further information.
