[Interview] Piotr Pruś, Partner at ECOVIS LEGAL POLAND: thoughts on corporate setup in Poland

Partners of Ecovis Legal Poland

💡 Today we'd like to share a piece of advise for foreign investors - and reminder about setting a proper corporate structure from the day one. 

Piotr Pruś, Partner at ECOVIS LEGAL POLAND Multan, Pruś i Wspólnicy Kancelaria Prawna i Podatkowa sp.j., an experienced corporate lawyer with tens of Nordic clients shares his thoughts on corporate setup in Poland:

- How to design your Polish entities for maximum flexibility and future growth

- When a simple management board is enough - and when it can actually be dangerous

- Especially interesting is how to use SUPERVISORY BOARDS strategically (not just as a legal formality)

- And update about mandatory e-invoicing (KSeF) and other 2026 legal changes will affect your operations

Essential reading before you incorporate in Poland.

👉 Read the full publication here, and full Ecovis Legal Poland interview below:

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Ecovis Legal Poland is a well-established law firm offering legal advice for more than 20 years. The team has a long history of working with tens of Finnish investments, from IT and production activities to M&A’s. Ecovis partner Piotr Pruś told us how foreign investors can structure their Polish entities effectively, the role and composition of supervisory boards, and the key legal changes coming to Poland next year.

This interview is part of Spondeo’s annual publication Finnish Business & Culture in Poland 2026

Investors entering Poland want to adopt an optimal corporate structure for their entities in Poland. What tips do you have for them?

A limited liability company is the most popular legal vehicle for investments. An LLC is flexible and allows the adoption of various different approaches. This legal form can be used by stand-alone subsidiaries or just production units within a group. The owners can shape the internal regulations of a limited liability company to meet their needs and their planned activities in Poland.

What are your recommendations in terms of corporate bodies?

For some investments, the simplest corporate structure is enough. For instance, if your subsidiary in Poland is only going to be a production unit in the group, then a management board is enough – as long as you have good internal controlling solutions giving an overview of the local company.

In the case of more complex investments, the structure should be more sophisticated. Usually, when an investor plans to develop a stand-alone company locally in Poland, it has to hire a c-level local manager, or assign c-level duties to one of the group managers in Poland.

In this environment, we would generally recommended introducing a second corporate level in the Polish company by introducing a supervisory board.

What is the point in having a supervisory board? What are the tasks and powers of this corporate body?

The supervisory board serves as the body to which the management board reports. It is a forum for direct contact between members of the management board and representatives of the owners, or specialists chosen by the owners. There are a range of options when it comes to entrusting a supervisory board with powers. They can follow statutory standards in which the supervisory board is mainly responsible for general supervisory activities and verifying the annual statements of the company. Alternatively, it can also be given the power to directly control the management board and consent to various actions it takes.

In my view, however, the powers of the supervisory board should be tailored taking in account the size of the investment, the composition of the board as well as the ownership

structure. It is important not to give the supervisory board too much power and create a kind

of super-board.

What are your insights on best practices regarding the composition of a supervisory board?

For me, the supervisory board should consist of the owners’ representatives, industry experts and even an independent consultant or advisor who is an expert in the local business and regulatory environment. Such a composition allows the supervisory board to operate efficiently and smoothly. This is also my experience with Finnish companies in Poland, as I chair the supervisory board of Miilux Poland, where the other members are -Pekka Miilukangas, one of the group owners, along with Ari Haapakoski, his trusted business advisor.

Now let’s change to another topic. What is new in Polish law for next year?

The most impactful change will certainly be the introduction of KSeF (the mandatory e-invoicing system). On the one hand, it will give the authorities more extensive control over invoicing; on the other hand, it will cause companies extra effort and costs. The big question mark is also reform strengthening the supervision of labour inspection over B2B contracts, which may have lasting effects on certain businesses in Poland, especially IT services.

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