Błażej Sarzalski


Attorney, registered in the Regional Bar in Katowice, CEO at Sarzalski Consulting Sp. z o.o., an expert in a field of formation of commercial companies, corporate law, promissory notes and litigation.
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Nominee director and shareholder in Polish limited company

Błażej Sarzalski16 October 2019Komentarze (0)

How can I get nominee director in Poland?

Since I get some questions about how our nominee director and shareholder service for Poland’s limited companies works, please let me clarify some things.

Safety first, for you and me

Since nominee services are often used to hide illegal actions or activities not directly regulated by law and potentialy hazardous, our nominees act purely on the terms and conditions of the services set in mutually agreed contract. Our director works as a real signatory of all deeds and legal actions made by the company, especially for banking activities. All that are our security measures, as article 299 of Polish Code of Commercial Companies provides that a director is responsible for company’s debts and obligations regardless of his nominee status, which means that if a nominee gives full signatory powers to another person he or she is responsible for his/her acts.

This is risky for client and nominee, even if we have full access to the bank statements and invoices of the company for two reasons: there are specyfic rules for issuing invoices within EU, especially in international trade and they are often not being understood properly by foreigners, we often had to correct those invoices and it is a lot of work and risks involved, second reason is that there is always a risk that company’s representative will do something which is agaist the law, even in good faith, because he or she does not have knowledge about local law and is not aware of acting contrary to law.

That being said, as we of course provide nominee services, we are willing to work with our clients to adress this things and lower the risks, which involves taking accounting responsibilities, but also checking if transaction is being executed according to law, that is why our director must have exclusive signatory rights in a best interest of a client. In other words, our director service works also like a legal compliance service and actual CLO (chief legal officer) Our fiduciary contract states that director can only act on instructions from benefitiary, excluding all situations that may be potentially harmful to the company or the director himself. We also require the indemnification deed from your side but we also provide a guarantee that the director will not act against your will or go rougue.

For more information please contact us directly.

Do you need help with company registration in Poland? Just contact me:

Whatsapp: +48 512 020 518e-mail: kancelaria@opieka-prawna.eu

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