You are currently viewing How to Set Up a Company in Poland: A Complete Step-by-Step Guide

How to Set Up a Company in Poland: A Complete Step-by-Step Guide

Poland is modern Europe’s growth champion —modern, well-connected, and increasingly open to international entrepreneurs. Whether you want to freelance, open a shop, run an IT company, or set up a branch of your foreign business, Poland offers several legal pathways for foreigners to operate.

Costs of Registering a Company in Poland

1. State and Court Fees

  • S24 online registration: PLN 350 (PLN 250 KRS fee + PLN 100 publication)
  • Notarial registration: PLN 600 (PLN 500 KRS + PLN 100 publication)

2. Notary Fees (for traditional incorporation)

  • Approx. PLN 1,000–1,500 + 23% VAT for minimum share capital (PLN 5,000)
  • Higher capital → higher notarial fee

3. Optional Legal/Advisory Fees

  • EUR 1,000–4,500 depending on scope (drafting Articles, UBO reporting, VAT registration, translations)

4. Additional Costs

  • Apostille/legalization of foreign documents
  • Certified translations (PLN 50–100 per page)

Corporate Taxes in Poland (CIT Overview)

Poland has two primary corporate income tax rates:

19% – Standard CIT, for:

  • Most companies operating in Poland
  • Companies with annual revenue above EUR 2 million
  • Capital gains (unless special rules apply)

9% – Reduced CIT Rate, for:

  • Small taxpayers (annual revenue under EUR 2 million)
  • New companies in their first year of business (with some exceptions)

Important: the 9% rate applies only to operating income, not capital gains (which remain taxed at 19%).

1. Check if you are allowed to run a business in Poland

You do not need to be a Polish citizen to start a company. You can freely open a business if you are:

  • A citizen of the EU or EEA – you have the same rights as Polish citizens.
  • A non-EU citizen with a residence title that permits business activity, such as:
    1. permanent residence permit
    2. EU long-term residence permit
    3. temporary residence permit tied to university studies or other valid grounds

If you are not from the EU/EEA/USA/Switzerland and do not have the required residence permit, you can still operate a business, but only through certain types of companies:

  • Limited partnership
  • Limited joint-stock partnership
  • Limited liability company (sp. z o.o.)
  • Simple joint-stock company (PSA)
  • Joint-stock company (S.A.)

You can also establish a branch of a foreign company, unless an international treaty restricts it. This is the most popular path because:

  • You do not need Polish residency to be a shareholder.
  • You can register the company fully online using your own country’s qualified electronic signature using S24 system
  • You can appoint a Polish or foreign director who has an e-signature that works with KRS (National Court Register).

Important: for 90% of non-EU entrepreneurs, a limited liability company (sp. z o.o.) is the best option.

However, using S24 is not easy:

  • While company registration online is possible, using S24 requires all signatories (shareholders and board members) to have a qualified electronic signature or a Trusted Profile (ePUAP).
  • For many foreigners — especially those without a Polish ID number (PESEL), residence, or prior ties to Poland — obtaining a Trusted Profile or a qualified e-signature may be very difficult or effectively impossible from abroad.
  • Therefore, while foreign ownership is allowed, remote online registration via S24 is often not feasible for “first-time” foreigners without PESEL. Most legal advisors recommend using a power of attorney (PoA) and having a representative in Poland handle registration (e.g., sign in front of a notary or via eKRS using the representative’s credentials).

2. Choose your business structure

Foreigners can register all major types of companies in Poland. The most common and foreign-friendly options is spółka z ograniczoną odpowiedzialnością (Sp. z o.o.): a limited liability company, by far the most popular form for foreign investors.

Key features:

  • Minimum share capital: 5,000 PLN
  • Shareholders’ liability limited to contributions
  • Can be formed by one or more individuals or legal entities
  • Suitable for most commercial activities

Other options include:

  • Sole proprietorship (only for EU/EFTA citizens or those with certain residence permits)
  • Joint-stock company (S.A.) – for larger enterprises or companies planning to list shares
  • Branch office or representative office – for foreign companies expanding abroad

3. Prepare the Company Articles of Association

Every Polish Sp. z o.o. must have Articles of Association. This document defines the legal structure of the company and includes:

  • Company name and registered address
  • Business activities (PKD codes)
  • Share capital and shareholder structure
  • Governance rules (management board, representation rights)
  • Duration of the company (optional)

The Articles serve as the foundation of your company and must comply with Polish commercial law. Some regulated activities—such as medical services, broadcasting, security services, or transport—require additional permits or licenses before operations can begin.


4. How You Can Create the Company

You can register a Polish LLC in two ways, depending on whether you need custom Articles or prefer speed and lower cost.

A. Online Registration (S24 System): fast, inexpensive, and fully electronic:

  • Only standard templates for Articles of Association can be used.
  • All shareholders must sign using a Trusted Profile (Profil Zaufany) or qualified electronic signature.
  • Registration is usually processed within 1–5 business days.

However, the S24 method is technically the fastest, but it assumes that the applicant:

  • has a Polish Trusted Profile (Profil Zaufany) or an EU-issued qualified electronic signature,
  • understands Polish-language forms (S24 is only in Polish),
  • can correctly select PKD activity codes,
  • understands Polish legal terminology in the Articles template.

B. Notary Registration (Traditional Method): more flexible but more expensive.

  • Articles of Association are prepared as a notarial deed, allowing full customization.
  • All partners must be present (in person or with a proxy).
  • Notarial fees depend on share capital (e.g., around PLN 160 for PLN 5,000 capital).
  • Registration usually takes up to 7 days, but can take longer depending on share capital / complexity

If foreign documents are used (e.g. shareholder passport, foreign-entity incorporation documents) — legalization/apostille and certified translation may be required.

Regardless of method, the company must be entered into the National Court Register (KRS), after which it receives its NIP (tax number) and REGON (statistical number).


5. Appoint the Management Board and Shareholders

Your company must have at least:

  • One shareholder (individual or company)
  • One management board member

The board will need a way to sign documents electronically, such as trusted profile (ePUAP) (available to foreigners with a PESEL number) or Qualified Electronic Signature – available internationally.


6. Register the Company in the National Court Register (KRS)

Once the Articles of Association are signed, the registration application must be submitted electronically to the National Court Register (Krajowy Rejestr Sądowy – KRS) in two ways:

  1. Online (S24) registrations are usually processed within 1–3 working days.
  2. Notarial registrations may take 1–3 weeks, depending on court workload and document complexity.

The filing includes:

  • Articles of Association
  • List of shareholders
  • Management board details
  • Company address
  • Payment of share capital
  • Registration fees

Once approved, your company receives:

  • KRS Number
  • REGON Number (statistical ID)
  • NIP (tax number)

From this moment, the company legally exists.


7. Reporting the Ultimate Beneficial Owner (UBO)

Every new company must report its Ultimate Beneficial Owner (UBO) to the Central Register of Beneficial Owners (CRBR) within 7 days from incorporation. It is required for all companies in Poland and it identifies the individuals who ultimately own or control the company. Failure to report may lead to high financial penalties.


8. Register for Taxes (Including VAT, if needed)

Next, you must notify the Tax Office (Urząd Skarbowy) of your business activities. This involves:

  1. Confirming company data (NIP-8 form)
  2. Registering for CIT (corporate income tax)
  3. Registering for VAT, if your business activities require it

Important: VAT registration can take anywhere from a few days to several weeks due to strict anti-fraud checks.


9. Open a Corporate Bank Account

Polish companies must operate through a local corporate bank account. Banks will typically require:

  1. KRS registration documents
  2. Articles of Association
  3. Identification of shareholders and management board
  4. Proof of company address
  5. Sometimes: business plan or contracts

Important: many banks require the management board to be present in person, although some allow remote onboarding.


10. Register with ZUS for Social Security (If Hiring Staff)

If your company employs workers—or if a board member receives remuneration—you must register with ZUS (Social Insurance Institution). This covers:

  1. Social insurance
  2. Health insurance
  3. Pension contributions

Foreigners working in Poland will typically be covered by Polish social security unless an international agreement applies.


11. Obtain Additional Permits or Licenses (If Applicable)

Certain industries require special approvals, e.g.:

  • Financial services
  • Transport and logistics
  • Energy sector
  • Medical and pharmaceutical services
  • Education
  • Real estate brokerage
  • Tourism agencies

If your business is in a regulated sector, obtain the necessary permits before starting operations.


12. Start Operating and Maintain Compliance

Once registered, your company must:

  • Keep proper accounting records
  • File annual financial statements to KRS
  • Submit monthly or quarterly tax declarations
  • Maintain updated company information

Most companies hire a Polish accounting office to handle ongoing compliance, payroll, and tax filings.

Summary: The Company Setup Process in Poland

  1. Choose your business structure (usually Sp. z o.o.)
  2. Prepare Articles of Association
  3. Appoint shareholders and management board
  4. Register with KRS
  5. Obtain REGON and NIP numbers
  6. Report the Ultimate Beneficial Owner (UBO)
  7. Register for VAT (if needed)
  8. Open a corporate bank account
  9. Register with ZUS if hiring
  10. Acquire permits if required

Dorota Maczuga

Graduated in Political Science from NTU in Taipei, Dorota worked as a communication specialist for the Polish Ministry of Foreign Affairs and the European Parliament. She is also a journalist for the largest online media in Poland. She loves traveling, hiking, and stir-fried eggplants with basil leaves.