Foreign franchisees: check their right to run a business in Poland

When you turn an existing business into a franchise, your first partner may be a foreign national living in Poland. However, experience and capital do not determine whether they can operate under the chosen legal structure. Before setting an opening date, put a simple eligibility-checking procedure in place. Within a franchise network, these checks should remove organisational obstacles, not create extra barriers for applicants.

1. Separate the right to run a business from the right to reside

The starting point is not language proficiency or having a Polish address, but the legal basis for running a business. Citizens of European Union and European Economic Area countries can generally do so on the same terms as Polish citizens. For other nationalities, residence status, specific legislation or international agreements may be relevant.

Lawful residence does not always mean someone can set up as a sole trader. Not every residence document grants the same rights. Simply noting that an applicant “has a residence card” is therefore not enough. You need to establish the basis on which their permit was granted and check whether it allows them to operate under the planned legal structure.

Before preparations for opening begin, establish:

• who will operate the business: an individual or a company or partnership;
• which nationality and, where relevant, residence status apply to that person;
• whether the chosen legal structure is available to them;
• whether the checks require advice from a lawyer specialising in immigration matters.

Nor should you equate holding shares in a company with the right to personally carry out any job at its outlet. Residence rights, the rules on running a business and permission to work must be checked separately. A franchise agreement does not replace any of these permissions.

2. Identify the business operator before starting preparations

If the applicant is eligible to operate as a sole trader, the relevant register is CEIDG, Poland’s Central Register and Information on Economic Activity. Commercial companies and partnerships subject to registration are entered in the National Court Register (KRS). However, you should not automatically propose a Polish limited liability company (sp. z o.o.) as a solution to every issue arising from a foreign national’s status. Eligibility to hold an interest in a company is only part of the assessment; questions of representation, residence and work remain.

For the franchisor, consistency is crucial. The person or entity identified as the prospective franchisee should be reflected in plans for the lease, payments and accounting, recruitment and operation of the outlet. If the applicant initially intended to operate as a sole trader but ultimately sets up a company, the documents and timetable already prepared need to be reviewed.

For example, an individual may negotiate premises in their own name, while a newly formed company is intended to run the outlet. Before head office commissions the set-up work, clarify who will be the tenant and who will take on the liabilities. Simply naming the company in the franchise agreement later will not transfer earlier contracts to it.

Prepare a short partner compliance checklist covering the planned business operator, the relevant register, the person authorised to act on its behalf, outstanding legal questions and who is responsible for resolving them. This is an organisational tool, not a substitute for legal advice.

3. Follow Polish law — do not assume there is a franchise register

Poland has no separate, comprehensive statutory framework for franchising, and a franchise agreement remains an “unnamed contract”: one not specifically defined as a contract type in legislation. Its main legal basis is the Civil Code, including the principle of freedom of contract under Article 353¹. There is no general obligation to register a franchise network, nor a standard statutory disclosure document specific to franchising.

That does not mean anything goes. Applicable legislation includes the Entrepreneurs’ Law, the rules governing CEIDG and KRS, competition law, data protection legislation and, depending on the business, licensing requirements. For a foreign partner, you must also take account of the Act on the Rules Governing the Participation of Foreign Entrepreneurs and Other Foreign Persons in Economic Activity in the Territory of the Republic of Poland, alongside the relevant immigration legislation.

Registering a business does not constitute approval of the franchise model. Nor does it automatically confirm that the operator holds every permission needed to run a particular outlet. Head office should explain this distinction clearly to the applicant, especially if they are familiar with a legal system that requires specific franchise registration.

4. Build compliance checks into the opening timetable

Do not set an opening date solely around the refurbishment schedule. Allow time to clarify the applicant’s status, register the business and arrange access to online public services. Do not promise a fixed completion date for official procedures.

For online registration, check in advance that a suitable method of verifying identity and signing applications is available. Not having a PESEL number, Poland’s personal identification number, does not automatically prevent someone from running a business, but it may affect how the paperwork is handled. For example, a CEIDG application can also be submitted at a municipal office.

Set three checkpoints:

• before incurring significant costs — clarify the right to operate under the chosen legal structure;
• before entering into operational contracts — confirm the business operator’s details and who is authorised to act on its behalf;
• before opening — check that the earlier findings still hold.

Collect only the data needed for a specific purpose. Do not retain full copies of residence documents just in case; establish the lawful basis for processing, who can access the data and how long it will be kept.

Practical takeaway: before accepting a partner from abroad, clarify three things: who will run the outlet, the legal basis allowing them to do so, and which formalities remain outstanding. Only then approve the launch timetable.