Legal Support for Your Polish Subsidiary

Your company is registered in Poland. Who looks after its legal work? CGO Legal supports foreign owners, management boards and group legal teams with contracts, corporate obligations and the day-to-day legal needs of a Polish subsidiary. Legal, tax and accounting support can be coordinated through one team, with the scope agreed before work starts.

This page is for foreign investors with an existing Polish company, including active subsidiaries and dormant entities that need attention. If you have not formed a company yet, see our company registration guide. For the wider service directory, visit Business in Poland.

October 5, 2026

Quick answer

Ongoing legal support for your Polish subsidiary covers three connected needs: contracts and everyday decisions, corporate records and board obligations, and coordination with tax, accounting and employment advisers. Start with a defined matter or discuss an ongoing arrangement. Tell us your company’s situation below to request a free quote; legal advice and any review are scoped separately.

What your Polish subsidiary needs after registration

A registered company needs more than a KRS entry. A contract may need review before signing, the board may need to approve a transaction, and an accountant may need legal documents before completing a filing. Our role is to connect those tasks and make responsibility for the agreed work clear, especially where the owners or management are abroad.

For a Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.), the recurring work can involve the National Court Register (KRS), the tax administration (KAS), the Social Insurance Institution (ZUS), and immigration authorities where relevant. Which duties apply depends on the company's activities, tax position, employees and transactions. The practical starting point is an agreed calendar and a named person responsible for each task.

Two features of Polish law make this more consequential than in many jurisdictions. First, tax enforcement is heavily data-driven: standardised audit files (JPK), the STIR banking analysis system and mandatory e-invoicing through KSeF allow the authorities to spot inconsistencies without opening a manual audit. Second, and more importantly for foreign shareholders, Polish company law and fiscal criminal law can reach through the company to the individuals on the management board — for unpaid company liabilities in defined circumstances, and for tax irregularities under the Fiscal Penal Code (Kodeks Karny Skarbowy). A nominal board seat held by someone abroad who assumed it was ceremonial is not a safe position.

You can instruct us on one defined matter or agree ongoing support. In either case, we identify the legal work, the dependencies on accounting and tax advice, and the decisions your board or group team must make. We can work alongside your current advisers rather than requiring you to replace them.

Legal support for foreign investors in Poland — CGO Legal office in Warsaw — *CGO Legal, Warsaw — legal, tax and accounting teams work from one office.*

Who we advise

The offer is designed for people responsible for an existing Polish company. These examples illustrate the kind of support involved; they are not client case studies.

Profile A

Foreign owner managing a Polish company

Foreign founders and shareholders whose Polish company is already registered and now needs regular legal support: customer contracts, supplier terms, board resolutions and coordination with the accountant.

Example need: an IT services company is signing EU customer contracts while its owners manage the business from abroad. It needs Polish-law contract review, clear signing authority and coordination of employment or B2B arrangements.

What matters: a clear scope and a point of contact who can explain the Polish company's legal needs in English.

Profile B

Group managing a Polish subsidiary

CFOs, finance directors and in-house counsel responsible for a Polish subsidiary. The local company needs to meet Polish requirements while its contracts, reporting and approvals fit the group's internal procedures.

Example need: a foreign manufacturing group needs board changes, intercompany agreements and local employment documentation coordinated with its finance team and Polish accountant.

What matters: coordinated legal, tax and accounting work, clear reporting and a reliable local contact for the group team.

Profile C

Owner of a dormant or neglected company

Foreign owners taking over an existing Polish company, reviving a dormant entity or addressing gaps in its corporate records and filings.

Example need: a group discovers unfiled financial statements and an outdated board record. The first task is to establish what has been filed, what is missing and which decisions are needed before corrective work begins.

What matters to them: a candid assessment of exposure early, and a realistic view of what can and cannot be unwound.

Ways of working with us

Choose a defined project, ongoing legal counsel or coordinated back-office support. The right arrangement depends on your company's current needs, not on a requirement to purchase every service.

Model	Best suited to	What it typically covers	Commitment
Project-based	A defined matter: contract review, board changes, a filing review or a dispute	Scoped legal work with a defined start and end, quoted before we begin	None beyond the matter itself
Ongoing counsel (retainer)	Companies with a live Polish entity and recurring legal questions	Corporate housekeeping, contract review, employment questions, filing calendar, ad hoc advice with priority response	Rolling, terminable on notice
Full back-office	Groups that want no local infrastructure of their own	Legal counsel plus bookkeeping, payroll, tax filings and immigration handled inside CGO Group	Rolling, with an agreed service scope

You can start with one contract, a review of corporate records or another defined task. If the company needs recurring support, we can then agree an ongoing scope and reporting routine. There is no need to commit to a retainer just to request a quote.

What we handle for your Polish company

The core is the legal work of an operating Polish company. Where that work depends on tax, accounting, payroll or immigration advice, we agree who handles each part and coordinate with the relevant team. Existing advisers can remain involved.

Corporate and commercial

Corporate records and decisions: shareholder resolutions, share transfers, board changes, beneficial owner reporting requirements and capital increases, plus transformations and liquidation where needed. Commercial contracts: supply, distribution, services and NDAs drafted or reviewed under Polish law. See our ongoing legal assistance service for recurring support. For a new entity rather than an existing company, see company registration in Poland.

Tax

Poland's headline corporate income tax rate is 19%, with a reduced 9% rate for qualifying smaller companies and a 5% IP Box rate on qualifying income from intellectual property. Those numbers are the easy part. What needs advice is the structure underneath them: withholding tax on dividends, interest and royalties leaving Poland, double tax treaty positions, transfer pricing documentation between group entities, permanent establishment risk, and VAT registration and settlement for cross-border supplies. Our tax advisory practice handles opinions, planning and representation in disputes with the authorities.

Accounting and payroll

Statutory bookkeeping under the Polish Accounting Act, monthly VAT and JPK_V7 submissions, e-invoicing through KSeF, annual financial statements and their filing with the KRS, and payroll with the associated ZUS and personal income tax obligations. Because our accounting team sits alongside the tax advisors, the treatment applied in the books is the treatment the tax advisor actually recommended — which is not always the case when the two functions are bought separately.

People and mobility

Employment contracts and employer obligations under the Polish Labour Code, and — where staff are coming from outside the EU — work permits in Poland, the single permit, the EU Blue Card, residence documents for board members and shareholders, and posted-worker and Mobility Package compliance for transport operators. Immigration timelines are frequently the binding constraint on an expansion plan, so they belong in the schedule from the start rather than as an afterthought.

Disputes and recovery

Commercial litigation, arbitration and debt collection in Poland can be handled as separately scoped matters. We identify how the dispute affects the company's contracts and ongoing operations. Sector-specific authorisations belong to the relevant specialist service rather than a general counsel package.

How an engagement starts

We start with the Polish company you already have: its current activity, the issue you want resolved and any deadline. No documents are required to send the initial enquiry.

Describe the company and the need. Use the form to tell us whether the company is operating or dormant, what support you need and how soon. Natalia Jakubowska-Zarzycka, our Client Relationship Manager, will respond within 24 hours and coordinate the next steps. The quote is free.
Agree the scope and written proposal. We identify the work, responsibilities, document requirements and fee basis before it starts. A legal review or substantive advice is a separate, agreed service, not part of the free quote.
Appoint the team and arrange access. We agree the engagement and request the company documents needed for the scope. Powers of attorney are arranged where applicable; steps that require a board member's own signature or action are identified separately.
Establish the starting position. For a review engagement, we check the agreed corporate records, contracts or compliance issues and distinguish urgent corrective work from recurring tasks.
Complete the agreed work. Contract drafting and review, corporate decisions, registry changes or other instructed matters are handled by the named legal team, with tax and accounting input where needed.
Set the ongoing routine. If you choose continuing support, we agree reporting, recurring responsibilities and coordination with your local or group teams. For a one-off matter, we deliver the agreed work and explain any follow-up needs.

Fees and how we quote

A contract review, an overdue corporate-records review and ongoing support for an operating subsidiary involve different work. We therefore quote against the company's needs and the agreed scope, rather than publishing a general price list.

The quote is free. Legal work begins only after the scope and fees have been agreed in writing. The proposal separates our work from official charges and other third-party costs where applicable.

How fees are structured

Fixed fee: for a defined task, such as a contract review, board-change documentation or an agreed records review.
Monthly retainer: for recurring legal support, with the included work, expected volume and any out-of-scope work set out in the engagement.
Hourly: for matters whose extent cannot be reliably fixed in advance. The proposal sets the billing basis and any agreed budget or review point.
Separate workstreams: litigation, debt recovery, tax advice, accounting and payroll are included only where expressly agreed. Their scope and fee arrangements are identified separately.

What drives the cost

The main factors are the company's current condition, the volume and complexity of contracts and corporate decisions, the group structure and reporting requirements, and the urgency of the work. Tax, employment, immigration or regulatory issues may add separately scoped workstreams.

A short description of the company and the immediate need is enough to start. We will identify any documents or clarifications needed for the proposal. Official fees, notarial charges and translations are identified separately where they form part of the work.

Five mistakes we see foreign investors make

None of these are exotic. All five appear repeatedly, and all five are cheaper to avoid than to remedy.

1. Treating incorporation as the whole project

A company formed through a low-cost package and then left without an accountant or counsel will accumulate a compliance gap quietly for a year or more. It usually surfaces at the worst moment — during due diligence, a financing round, or a tax review — when the cost of remediation is highest and the options are fewest.

2. Choosing the entity type on cost alone

The cheapest structure to register is not always the right one. A branch may look simpler than a subsidiary until the parent realises it now carries direct liability in Poland and must file information about itself. Reversing that decision later means a fresh incorporation and a migration of contracts, permits and employees.

3. Using a mailbox address as the registered office

A virtual office is acceptable for some activities and fatal for others. Several regulated permits require premises that genuinely support the activity, and the authorities verify this both on application and during later inspections. Lease arrangements should be checked against the specific requirement that applies to your activity before signing, not afterwards.

4. Underestimating board exposure

Appointing a board member as a formality — a family member, a junior employee, someone abroad who will never see the accounts — misjudges what Polish law attaches to that seat. Board members carry duties whose breach can become personal, and the person holding the seat needs to understand and be able to discharge them.

5. Buying legal, tax and accounting from three different providers

Each provider does its own part correctly and no one owns the space between them. The lawyer assumes the accountant is tracking the filing calendar; the accountant assumes the tax advisor approved the treatment; the tax advisor never saw the contract. Most compliance failures we are asked to remedy sit precisely in those gaps rather than inside any one discipline.

Working with us in practice

Every matter has one named lawyer who owns it and reports to you directly. Specialists are brought in behind that person, so you are not re-explaining your business to a new contact each time the subject changes.

We work in English, French, Polish and Russian, and correspondence, contracts and meetings can be conducted in any of them. Most filings and registrations are handled under power of attorney, so travel to Poland is the exception rather than the rule. Scope and fees are agreed in writing before work starts, and statutory costs are identified separately from our fee.

We have been advising international clients on Polish operations since 2010, and the firm now numbers around 70 lawyers, tax advisors and accountants. Legal, tax, accounting and immigration sit under one roof inside CGO Group — which is the reason the gaps described above do not open up in the first place.

CGO Legal team advising foreign investors in Poland — *Legal, tax and accounting teams work on the same files, in the same office.*

Need legal support for your Polish company?

Tell us the company’s situation, the support you need and any deadline. Natalia Jakubowska-Zarzycka will respond within 24 hours and coordinate the next steps. Request a free quote for the agreed work.

Request a free quote

Jakub Chajdas

Partner/Attorney-at-law

Contact an expert
info@cgolegal.com
+48 22 873 79 90

For over 12 years of his work at CGO Group Jakub has been supporting foreign investors in setting up and developing their business in Poland. He provides an allround legal and tax suport for corporations with foreign capital.

Till date Jakub has been trusted by Clients from countries such as e.g. USA, UK, Canada, Italy, UAE, Israel as well as Belarus, Ucraine and Baltic States. In his legal practice Jakub supports entrepreneurs with main focus on IT, HR, production and real estate sectors.

Jakub endorses efficient and comfortable business cooperation. If you are interested in tax and legal matters related to setting up and developing a business in Poland he is the person you should contact with. Jakub provides support both in English and Italian.

Frequently asked questions

Can you support a Polish subsidiary that is already operating?

Yes. This offer is for foreign owners, boards and group legal teams responsible for an existing Polish company. You can ask for help with one matter, such as a contract or a board change, or discuss ongoing legal support. Tax, accounting and payroll work can be coordinated where separately agreed.

Do board members have to travel to Poland for ongoing support?

Much of the communication and legal work can be handled remotely. The exact formalities depend on the task: some documents require a specific signature or form, and some actions must be completed by an authorised company representative rather than an attorney. We identify the requirements for your matter before the work starts.

Can we keep our current accountant or in-house legal team?

Yes. We can work alongside your existing accountant, local staff or group legal team. The engagement defines which tasks CGO Legal handles, which remain with your advisers and how information and deadlines are coordinated.

Can board members be held personally liable in Poland?

Yes, in defined circumstances. Polish company law allows creditors to pursue management board members personally for company obligations where enforcement against the company proves ineffective and the board did not take the steps the law requires in time. Separately, the Fiscal Penal Code can attach personal liability for tax irregularities. This is the single most under-appreciated risk for foreign investors who treat a Polish board seat as a formality.

What ongoing obligations does a Polish company have?

The recurring calendar covers corporate filings with the KRS including annual financial statements, the beneficial owner register, monthly VAT and JPK_V7 submissions, e-invoicing through KSeF, corporate income tax settlement, and — where there are employees — payroll, personal income tax and ZUS social security. Missing filings does not usually produce an immediate penalty notice; it produces a compliance gap that surfaces later, often during a transaction or an audit.

Can you act for us if we already have a Polish company that has been neglected?

Yes, and it is a common instruction. The first step is a review of what has actually been filed and what has not, so that exposure can be assessed before anything is submitted. Remedial work typically involves regularising financial statements, correcting the corporate record, reconstituting the board where necessary, and addressing any tax position that has been left open.

What languages do you work in, and who will we deal with?

We work in English, French, Polish and Russian. Each matter has one named lawyer who owns the file and is your point of contact; specialists in tax, accounting or immigration are brought in behind that person rather than fragmenting the relationship across departments.

Ready to discuss your Polish company?

Describe your Polish company and request a free quote. No documents are needed for the initial enquiry.

For detailed service scopes, use the relevant page below. These are separate workstreams, not an automatic part of an ongoing legal engagement. If you are still deciding what you need, use the Business in Poland overview.