ul. Dywizjonu AK "Jeleń" 7B/U4, WarszawaLegal basis
Act of 20 March 2025
+ Act on Foreigners
work permit chapter in force since 1 June 2025
Short stays
Up to 6 months in 12
no work permit for the function (art. 39)
Company test
12× average wage
or 2 employees
both required for the work permit, either one for residence
Work permit validity
Up to 3 years
1 year if the company is new or fails the test
Official fees
PLN 400 / PLN 340 + 100
work permit / residence permit plus card
How to file
Online only
praca.gov.pl for the work permit, MOS for residence
In this guide
Which route applies to you
Polish law treats managing a company as work. The Act of 20 March 2025 on the conditions for entrusting work to foreigners expressly counts sitting on the management board of a company entered in the commercial register, running or representing a limited partnership, and acting as a prokurent as entrusting work to a foreigner. The consequence is simple: a board appointment on its own gives you no right to perform the function here, and no right to stay.
There are three instruments, and the first question is always which one fits. The answer turns mainly on shareholding – and a single share is enough to move you from one route to the other.
| Your position | Residence permit route | Stamp duty |
|---|---|---|
| Board member of a sp. z o.o. or S.A. which you founded or in which you hold shares | Temporary residence permit for business activity – art. 142(3) Act on Foreigners | PLN 340 |
| Board member of a company in which you hold no shares | Temporary residence and work permit – art. 126(1) Act on Foreigners | PLN 340 |
| Prokurent of a sp. z o.o. or S.A. | art. 142(3) if you hold shares; art. 126(3) if you do not | PLN 340 |
| General partner (komplementariusz) running a sp.k. or S.K.A. | Temporary residence permit for business activity – art. 142(3) | PLN 340 |
Running alongside these is the work permit for performing a function under art. 36 of the Act of 20 March 2025. It covers board members of companies entered in the register of entrepreneurs (and of capital companies in organisation), persons running or representing a sp.k. or S.K.A., and prokurents. It is the usual instrument for someone who lives abroad, comes to Poland to perform the function, and needs a work permit to support a national visa – or who is not yet in a position to apply for residence.
The company is examined in every route. Both the work permit and both residence permits require the company to show either a level of income or a level of employment – or a credible prospect of reaching one. What differs is how strict the test is. That is the subject of the next sections, and it decides most of these cases.
Short stays: the 6-month rule
Under art. 39 of the Act of 20 March 2025, a work permit for performing a function is not required where the foreigner stays in Poland for a total of no more than 6 months within consecutive 12 months. The period is rolling, not a calendar year: every day spent in Poland counts, whatever the purpose of the particular trip.
This suits a board member who lives abroad and comes to Poland for board meetings, shareholders’ meetings and the occasional week in the office. It does not suit someone who in practice runs the company from Warsaw.
The 6-month rule works if
- You live and are based outside Poland
- Your presence here is periodic, and you keep a record of entries and exits
- You have a separate legal basis for each stay – visa-free travel or a visa
It does not help if
- You will in practice live in Poland
- The total will exceed 6 months in any rolling 12-month window
- You want a residence card – the exemption covers the function, not your stay
The exemption is about work, not about stay. It removes the need for a work permit. It does not give you the right to be in Poland: that still comes from visa-free travel, a visa or a residence permit, under their own rules and within their own limits.
The company test
The core of every board-member case is the condition imposed on the company. The wording is almost identical in the two Acts. The connecting word is not, and the difference matters.
| Condition | Work permit (art. 36(2) Act of 20 March 2025) | Residence permit (art. 142(1)(3) Act on Foreigners) |
|---|---|---|
| Income | In the tax year before the application, income of at least 12× the average monthly wage in the voivodeship | In the tax year before the application, income of at least 12× the average monthly gross wage in the voivodeship where the company has its seat |
| Employment | For at least 1 year before the application, at least 2 employees on indefinite, full-time contracts – Polish citizens or foreigners with free access to the labour market | For at least 1 year before the application, at least 2 employees on indefinite, full-time contracts – Polish citizens or foreigners with free access to the labour market |
| How they combine | Income and employment – both required | Income or employment – one is enough |
| If neither is met | Funds or activities that will allow the conditions to be met in future (art. 36(3)) – permit limited to 1 year | Funds or activities that will allow the conditions to be met in future (art. 142(1)(3)(b)) |
Two points of detail cause most of the difficulty in practice.
“Income” means taxable income, not revenue. A company with a large turnover and a small or negative tax result does not meet the income limb. The figure comes from the CIT-8 return for the previous tax year, and the reference wage is the voivodeship average published by the President of Statistics Poland – so the threshold differs between, for example, Mazowieckie and Lubelskie.
The employees must be the right employees. Contracts of employment (not civil-law contracts), for an indefinite period, full-time, held for at least a year before filing, by Polish citizens or foreigners who do not need a work permit. Two people on fixed-term contracts, or two part-timers, do not count, however long they have worked there.
New companies and the forecast route
A company set up last month cannot have a previous tax year’s income or a year of employment. The law deals with this through a forecast: the permit may be granted where the company shows that its funds or activities – in particular those contributing to investment, technology transfer, beneficial innovation or job creation – will allow the conditions to be met in future.
This is the route on which applications are most often won or lost, because the authority is assessing a prediction, and it needs evidence to do it. A short business plan on its own rarely persuades. What usually works is a file that shows money actually committed and activity actually started:
Evidence that tends to persuade
- Share capital paid in, and bank statements showing funds available
- Invoices for equipment, fit-out and stock already purchased
- Signed contracts with clients and suppliers, and a lease of business premises
- Employment contracts already concluded, with ZUS registration
What tends to fail
- A business plan with no documents behind it
- Projections that never reach the statutory thresholds
- A company with no premises, no staff and no contracts
- Inconsistencies between the plan and the CIT-8 or the balance sheet
The price of the forecast route under the work permit. Under art. 38 of the Act of 20 March 2025, where the company has been operating in Poland for less than a year or does not meet the art. 36(2) conditions, the work permit is issued for no more than 1 year. At renewal the company is examined again – this time on real figures.
The work permit for performing a function
The Act of 20 March 2025 replaced the old system of lettered permits on 1 June 2025. The former “type B” work permit is now the work permit in connection with performing a specific function (art. 6(1)(2) and arts. 35–39). The substance is familiar; the procedure and the fees are not.
| Element | Rule |
|---|---|
| Who issues it | The voivode with jurisdiction over the seat of the company (art. 35) |
| Who applies | The company – not the foreigner |
| How | Electronically only, through the ICT system (praca.gov.pl). An application filed any other way is left without examination (art. 8) |
| What it states | The company, the foreigner’s details, the function and the validity period (art. 37). It does not set a salary, working time or type of contract |
| Validity | Up to 3 years (art. 15); up to 1 year where the company has operated for less than a year or fails the art. 36(2) test (art. 38) |
| Fee | PLN 400 for a permit longer than 3 months; PLN 200 for up to 3 months (from 1 December 2025) |
The refusal grounds in art. 13 of the Act apply here as to any work permit. Several of them concern the company and the people behind it rather than the foreigner: false information or documents, unpaid social insurance contributions or taxes, certain convictions of the entity or of the persons managing it, and a company that is not genuinely operating. Under art. 13(2), a conviction of a person acting for the company counts against the company.
A work permit is not a residence permit. It authorises the function. It does not authorise your stay, and it does not produce a residence card. If you will live in Poland, the permit you need is one of the two residence permits described next – in which the authority examines the company again, on the Act on Foreigners’ own test.
What changed in 2025 and 2026
Three reforms within a year changed how these cases are run, though not the core conditions.
| Issue | Before | Now |
|---|---|---|
| Statute for the work permit | Act of 20 April 2004 on employment promotion, art. 88 | Act of 20 March 2025, arts. 35–39 (from 1 June 2025) |
| Name | Work permit “type B” | Work permit in connection with performing a specific function |
| Filing the work permit | On paper or online | Online only; paper is left unexamined |
| Work permit fee | PLN 100 (PLN 50 up to 3 months) | PLN 400 (PLN 200 up to 3 months), from 1 December 2025 |
| Filing for residence | Paper, at the voivodeship office | MOS only, from 27 April 2026 |
| Short-stay exemption | Up to 6 months in 12 | Unchanged – now art. 39 of the 2025 Act |
The MOS procedure in 2026
Since 27 April 2026 every temporary residence application is filed electronically through MOS at mos.cudzoziemcy.gov.pl, on the basis of Division VIa of the Act on Foreigners. This applies equally to the art. 142(3) and the art. 126 routes.
You must file in person, from Poland, during a legal stay. Only the foreigner can sign and send the application – not the company, and not an attorney acting under a power of attorney. An application sent from abroad is not admissible. We prepare the whole file and guide you through the submission, but the final click must be yours.
- Set up access. You need a trusted profile (profil zaufany), a qualified electronic signature or another means accepted by login.gov.pl, and a MOS account in your own name. A proxy cannot set up or use the account for you.
- Complete the application in MOS in Polish. Attach a scan of every page of your passport (one PDF, including the cover), a digital photograph (JPG), and proof of payment of the stamp duty and of the card fee – two separate files.
- For the art. 126 route only: the company completes Annex 1. MOS emails a link to the company’s address; the company fills in the annex and signs it, and it is attached to your application automatically.
- Sign and send. You sign the application yourself through login.gov.pl. The application is filed only when you receive the official confirmation of receipt (UPO) – download it and keep it. MOS then generates the certificate confirming that the application was filed.
- Attend when summoned. The voivode summons you, with at least 7 days’ notice, to show your passport and give fingerprints and a specimen signature. If you do not attend, or attend but do not complete these steps, the proceedings are discontinued.
- Supply the documents. Documents not attached at filing are requested with a deadline of at least 14 days. Foreign-language documents need a sworn translation; copies must be certified by a notary or by your attorney.
- Decision. The statutory deadline is 60 days from a complete application with the required documents. If the permit is granted, you return once more to collect the residence card.
What actually happens. The 60-day deadline and the real waiting time are different numbers. In the busier voivodeships several months is common. The remedy for excessive delay is a ponaglenie (a formal reminder) to the Head of the Office for Foreigners, followed if necessary by a complaint to the administrative court. What shortens the wait most reliably is a complete company file at the outset.
Your stay while the application is pending
If the application is filed correctly and during a legal stay, your stay is legal from the date of filing until the decision becomes final. The certificate does not allow travel within the Schengen area: you may travel to your home country, but to return you need a visa, or must meet the conditions of visa-free entry.
Legal stay and legal work are separate questions. A pending residence application does not by itself authorise you to perform the function. Check whether you have another basis – a work permit for the function, or the 6-month exemption – for the period until the decision.
Fees
| Item | Amount |
|---|---|
| Stamp duty – residence permit under art. 142(3) or art. 126 | PLN 340 |
| Issue of the residence card | PLN 100 |
| Work permit for performing a function (more than 3 months) | PLN 400 |
The stamp duty is not returned if the permit is refused or the proceedings are discontinued (art. 113c).
The company’s documents
In a board-member case most of the evidence comes from the company, not from the applicant. The MOS checklist for companies shows the shape of a typical file:
Your position and your income
- The resolution appointing you to the board, or granting the prokura
- Your contract of employment or management contract
- Shareholders’ resolutions on profit distribution, if you are paid in dividends
- Your PIT return for the last tax year
- Health insurance: ZUS certificate or a private policy
- Title to accommodation: lease, registration or a statement of the owner
The company’s condition
- CIT-8 for the previous tax year, with proof of filing
- Tax office certificate of income and of no tax arrears
- ZUS certificate of no arrears in contributions
- If relying on employment: employment contracts and ZUS DRA for every month of each employee
- If relying on the forecast: business plan, balance sheet, profit and loss account, invoices for investments, contracts, lease of premises
Documents must be current at the date of the decision, not only at the date of filing. Certificates from the tax office and ZUS have short shelf lives, so time them accordingly.
After the permit: duties and changes
- The purpose of stay ends. Under art. 113, if the reason for which the permit was granted ceases – you leave the board, the prokura is revoked, the partnership ends – you must notify the voivode within 15 working days.
- Loss of the function under a residence and work permit. Under art. 121, the holder of an art. 126 permit notifies the voivode in writing within 15 working days. The company must also notify within 15 days.
- Changes that do not need a new permit under a residence and work permit include a change of the company’s seat, name or legal form, and a change of job title without a change in duties – but the company must notify the voivode within 15 working days (art. 119).
- A new company means a new permit. Both residence decisions name the company and the position, so a move to a different company needs a new legal basis.
- Renewal is not automatic. Apply for the next permit during your legal stay, before the current one expires, and expect the company test to be applied again on current figures.
Years spent on these permits can count towards the EU long-term residence permit, provided the other conditions of that permit are met. Family members may apply for family reunification.
Refusal and what you can do
Refusal to initiate proceedings
The proceedings never start – for example where, on the date of filing, you already hold a permanent or long-term EU residence permit, or are in Poland on certain visas or documents issued by another Schengen State. This takes the form of an order, against which a complaint (zażalenie) lies.
Refusal of the permit
The proceedings run and end badly. Beyond failing the conditions, the grounds include false data or documents, tax arrears, entries in the list of undesirable foreigners or the SIS, and – under art. 117 – defects on the company’s side.
Withdrawal
The permit you hold is taken away, typically because the purpose of stay has ceased or a refusal ground has arisen.
An appeal against the voivode’s decision goes to the Head of the Office for Foreigners within 14 days of service. A complaint against the appeal decision lies to the voivodeship administrative court within 30 days of service. Both run from service, not from the date on the decision.
The most common mistakes
1. Choosing the route by job title instead of by shareholding. A board member with no shares applying under art. 142(3) – or a shareholder applying under art. 126 – files for the wrong permit. One share changes the route.
2. Treating the two company tests as the same. The work permit needs income and employment; the residence permit needs income or employment. A company that qualifies for one may fail the other.
3. Counting the wrong employees. Civil-law contracts, fixed-term contracts, part-time staff and employees hired less than a year ago do not count towards the two required.
4. Confusing revenue with income. The test uses the tax result shown in the CIT-8, not turnover.
5. Performing the function because an application is pending. Filing makes your stay legal. It does not by itself make your work legal.
6. Filing on paper or from abroad. Neither works. Residence applications go through MOS, from Poland; work permit applications go online only.
7. Leaving the board without telling the voivode. The 15-working-day notification is easily forgotten. The end of the function is in any case a ground for withdrawing the permit, so plan the next step before you resign.
How our lawyers help
We act for both the company and the manager – which matters here, because almost every condition that decides the case sits on the company’s side.
Before you apply
- Choosing the right route: work permit, art. 142(3) or art. 126
- Testing the company against the income and employment conditions on its actual CIT-8 and ZUS records
- Building the forecast file for a new company
- Planning stays within the 6-month rule for directors based abroad
During and after
- Filing the work permit online and running the residence case in MOS
- Preparing the company’s Annex 1 and document file
- Ponaglenia, appeals against refusal and court complaints
- Notifications to the voivode, renewals and the move to long-term residence
Frequently asked questions
I live abroad and come to Poland for board meetings. Do I need a work permit?+
Not if your stays in Poland add up to no more than 6 months within any 12 consecutive months (art. 39 of the Act of 20 March 2025). You still need a basis for each stay – visa-free travel or a visa – and it is worth keeping a record of entries and exits, because the 12 months roll forward.
I hold just a few shares in the company. Which permit do I apply for?+
The temporary residence permit for business activity under art. 142(3) of the Act on Foreigners. The provision refers to a company you founded or in which you took up or acquired shares, and sets no minimum shareholding. The route for board members without shares is art. 126.
Our company was set up recently. Can I still get a permit?+
Yes, through the forecast route: the company must show funds or activities – investment, technology transfer, innovation, job creation – that will allow it to meet the income or employment conditions in future. Expect to prove it with documents rather than a plan alone. A work permit on this basis is limited to 1 year.
Is the “type B” work permit still issued?+
Not under that name. Since 1 June 2025 it is the work permit in connection with performing a specific function, under the Act of 20 March 2025. The conditions are similar to the old type B; the application is online only and the fee is PLN 400 for a permit of more than 3 months.
Can a lawyer file the MOS application for me?+
No. The foreigner must personally sign the application with a trusted profile or qualified electronic signature and send it from their own MOS account, while in Poland. A lawyer can – and should – prepare the application and the company file, and represent you once the proceedings are under way.
Can I start performing the function once the residence application is filed?+
Filing makes your stay legal until the decision is final. It does not, by itself, authorise the function. You need another basis for the meantime – a work permit for the function, or the 6-month exemption.
I am also appointed to the board of a second company. Is that covered?+
No. Each residence decision names the company and the position. A function in another company needs its own legal basis, assessed against that company’s figures.
How long does it really take?+
The statutory deadline for the residence permit is 60 days from a complete application with documents. In the busier voivodeships several months is common. A complete company file at the outset and prompt replies to summonses are what shorten it; a ponaglenie is the remedy when the office simply runs over.
Your attorney
Konrad Krasuski – Attorney-at-law
KRASUSKI Legal advises foreign managers and the companies that appoint them on Polish immigration law: work permits, residence permits of every kind, appeals after a refusal, administrative court proceedings and Polish citizenship. If you are appointing a foreigner to the board of a Polish company, we can tell you early which route works and whether the company passes the test – which is considerably cheaper than finding out in month five.
Warsaw: +48 502 115 589 Wrocław: +48 71 719 59 08
Mobile: +48 736 860 916 office@krasuski.legal
Related guides
Legal status as of October 2026. This article is general information and does not constitute legal advice for an individual case.
Warsaw Office
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