Why does civil society in some cases become a tool of elite organization and domination of non-elites, and in others a sphere for non-elite self-organization and self-determination? To answer this question, this article compares the late nineteenth- and early twentieth-century divergent developments of civil society in two regions of the former Polish-Lithuanian Commonwealth: Russian-ruled Congress Poland, with a focus on the Warsaw Governorate (1815-1915), and Austrian-ruled western-Galicia, concentrating on the Grand Duchy of Krakow (1846-1914). This analysis of variation in elite domination of civil society shifts the focus of civil society debates away from the market and the state and toward elites. It argues that while imperial policies of regional integration and socioeconomic changes spurred by the transition from feudalism shaped the potential paths of civil society's development in both regions, their effects on civil society's relative autonomy in each were mediated, and thus steered, by the interests and conflicts of local elites.