Who can sign contracts for a Polish sp. z o.o.?

A contract for a Polish sp. z o.o. must be signed by someone authorised to represent it: management board members acting under the applicable representation rules, a commercial proxy acting within their authority, or a properly authorised attorney. Being an owner, board president or commercial director does not, by itself, settle whether one signature will bind the company.

Before signing, check who represents the company, whether another person must act with them, and whether the transaction needs a separate approval or a particular legal form. This guide covers ordinary business by a company registered in KRS, outside liquidation. A company in formation and a contract with a board member need separate consideration.

Who represents the company, and who owns it?

The company is a separate party to the contract. Shareholders own its shares; the management board, called the zarząd, manages and represents it. The board may have one or several members, and a member need not be a shareholder. These rules follow from Articles 201 and 204 of the Polish Commercial Companies Code, or KSH.

One person may hold several roles. Identify the role used for this particular contract. The opening section identifying the parties and their representatives should state the basis of authority, rather than simply calling the signer the business owner. An attorney here means an authorised representative, not necessarily a lawyer.

If you are setting up the company, see how to start a Polish sp. z o.o.. Your board structure and representation rules will affect routine transactions later.

How do you check the signers in KRS?

Use the official register search linked from the government guide to obtaining KRS information. You can download current register information online free of charge. Check your own company and your counterparty using the same process.

1. Identify the correct legal entity. Match its KRS registration number, name and NIP tax number to the contract. A shared brand or similar name does not establish that it is the same company.
2. Check its current status. Liquidation or another special status may mean ordinary board representation is no longer the appropriate route.
3. Read section 2, called dział 2. Check the representative body, its members and the full wording of the representation rules. Check commercial proxy entries separately.
4. Match the names and combination of signers. Two people listed in the register do not necessarily form an authorised pair. Their roles and the applicable joint representation rule matter.
5. Resolve discrepancies before signing. If a counterparty reports a recent board change, request documents showing the change and when it took effect. Do not rely solely on an old register printout.

Keep the downloaded information and the date of your check. An ordinary attorney does not have to appear on the board list: their authority comes from the power of attorney. The register helps establish who could properly grant it.

When are two signatures needed?

For a board with several members, the articles of association determine how the company is represented. If they contain no relevant provision, Article 205(1) KSH requires two board members acting together, or one board member acting jointly with a commercial proxy.

This does not mean every company with two board members needs two signatures. Its articles may permit individual representation. Conversely, being board president does not override a joint representation rule. Do not automatically apply the rule for a board with several members to a board consisting of one person.

Example: Anna and Piotr are board members. The applicable rule requires two board members jointly, or a board member together with a commercial proxy. Anna negotiates a service contract and approves its price. Her signature as a board member alone does not satisfy that rule. She can sign with Piotr or with an authorised commercial proxy.

Preparing the draft, joining negotiations or sending it from a company email address does not settle signing authority. Confirm the signers before sending the contract for signature, so an avoidable approval problem does not delay the service start.

How does a commercial proxy differ from an ordinary attorney?

A commercial proxy holds prokura, a statutory form of commercial power of attorney covering judicial and other acts connected with running the business. It can permit individual action, require proxies to act jointly, or provide for joint action with a board member. Read the precise type and method of exercising it instead of assuming every proxy can sign alone.

Joint representation by board members does not automatically remove an individual commercial proxy’s independent authority within the scope of prokura. These are separate bases of representation. Prokura nevertheless has limits: selling the enterprise, granting its temporary use, or selling or encumbering real estate requires authority for that specific act. See Articles 109¹ to 109⁴ of the Civil Code, or KC, together with Article 205(3) KSH.

Read an ordinary power of attorney in full. Check whether it covers this contract and includes an amount limit, expiry date or requirement to act jointly. A general power covers ordinary management acts. Transactions beyond that scope require authority defining the appropriate type of act, or the specific act where required.

Form matters too. A general power of attorney must be in writing to be valid. If the transaction requires a special form for validity, an ordinary power to carry it out must use the same form. These are the rules in Articles 98 and 99 KC; prokura has its own form requirements.

How do you contract with your own board member?

This is a separate case, for example when the company rents premises from a board member or enters into a services contract with them. Checking the usual KRS representation rule and asking another board member to sign is not enough.

Under Article 210(1) KSH, the company is represented by its supervisory board or a representative appointed by a resolution of the shareholders meeting. An ordinary power of attorney granted by the management board does not replace that resolution. Establish the representative and the proper scope of their authority before the transaction.

Where the sole shareholder is also the sole board member, Article 210(2) sets a special procedure requiring a notarial deed for a legal act between that person and the company. Paragraph 3 provides an exception for an act performed using a template made available in the relevant IT system. An ordinary online signature does not automatically fall within that exception.

Agree the procedure with a Polish lawyer or notary before signing in this situation. For the separate question of paying board members for their work, see management board remuneration in a sp. z o.o..

Is correct representation enough for every contract?

Check required corporate approvals and the legal form separately from representation. A transaction may require a resolution of the relevant company body, a notarial deed or another special form.

The consequences of missing approval are not always the same. Article 17 KSH distinguishes statutory approval requirements from those imposed solely by the articles of association. Do not assume that every missing resolution automatically invalidates a contract, or that adding a signature later fixes every defect.

For electronic signing, first establish the required form. Under Article 78¹ KC, a qualified electronic signature satisfies electronic form, which is equivalent to written form. A scanned signature or a click in an application is not automatically a qualified signature. This does not mean that every routine business contract needs a qualified signature.

What should you keep in the company records?

Create a short checklist for recurring contracts. Record the legal entity, subject matter, signers, basis of authority, required approvals and agreed form. Keep the current KRS information, any necessary power of attorney or resolution, and the final signed contract together.

When handing documents to accounting, identify the service period, payment terms and location of the contract. This makes it easier to connect invoices and payments with the agreed terms. Explore Norman’s accounting for Polish limited companies for the accounting side of running your business.

This checklist supports everyday administration. It does not replace assessment of an unusual transaction, a dispute about authority, or the separate duties discussed in our guide to management board liability.