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A Poland company set up or bought by foreign owners is nearly always a spółka z ograniczoną odpowiedzialnością, the sp. z o.o., Poland’s limited liability company. Foreign groups use it as their Polish subsidiary, founders as a trading company in the EU single market, investors as a holding vehicle. It exists from the day the registry court enters it in the National Court Register, the Krajowy Rejestr Sądowy (KRS), and that entry also brings it a NIP tax number and a REGON statistical number without separate applications.
Three Polish features matter early: the currency is the złoty, corporate tax has a 9% rate for small taxpayers and an optional regime that taxes only distributed profit, and the register of beneficial owners is, for now, public. For the case of a foreign parent, see our page on Polish subsidiaries of foreign groups.
| Polish form | What it is | Capital set by law | Usual purpose |
|---|---|---|---|
| Sp. z o.o. | Limited liability company | Share capital of PLN 5,000, in shares of PLN 50 or more | Subsidiaries, trading and holding companies; the form we sell ready-made |
| P.S.A. (prosta spółka akcyjna) | Simple joint-stock company | Share capital of PLN 1 | Start-up and investor structures |
| S.A. (spółka akcyjna) | Joint-stock company | Share capital of PLN 100,000; accounts always audited | Large or listed companies |
| Oddział | Branch of a foreign company, not a separate legal person | None | Carrying on in Poland the business the foreign company does abroad |
Partnerships and the sole proprietorship are compared on our page on types of companies in Poland, and the S24 and notarial routes to a new sp. z o.o. on our page about company formation in Poland.
| Item | Rule in 2026 |
|---|---|
| Corporate income tax | 19% on the worldwide income of a company seated or managed in Poland |
| Small taxpayers | 9% on income other than capital gains, for a company whose revenue, and whose prior-year sales including VAT, stay within EUR 2,000,000 converted into złoty |
| Estonian CIT (ryczałt) | 10% for small or new taxpayers, 20% otherwise, charged on distributed profit; only for companies owned solely by individuals that pass staff, passive income and other tests, chosen for four-year periods |
| Dividends paid abroad | 19% withholding, reduced under more than 80 tax treaties or the EU Parent-Subsidiary Directive |
| VAT | 23% standard, 8% and 5% reduced; a company seated in Poland may stay exempt below PLN 240,000 of sales a year, except for legal or consultancy services and listed goods |
| Tax on civil law transactions | 0.5% of the share capital on the articles, paid by the company; 1% of market value on a sale of shares, paid by the buyer |
No residence or nationality rule applies to shareholders or to members of the management board (zarząd) under Polish company law, and board members need not hold shares. They must be natural persons with full legal capacity, and a conviction for offences listed in the Commercial Companies Code bars a person until five years after the judgment becomes final. One shareholder is enough, although a single-member sp. z o.o. cannot be the only founder.
Foreign boards meet two further rules: the work permit explained in the questions below, and an attorney for service in Poland wherever a board member’s address for service lies outside the EU. In Poland, acting as a board member or shareholder for someone else is a regulated trust and company service. If you want a nominee on the board or in the share register, we use only a provider on the Ministry of Finance register of trust and company service providers, or a Polish advocate or legal adviser; a nominee on the board bears the liability that Articles 293 and 299 of the Commercial Companies Code impose on every board member, and the company still names you to the CRBR as its beneficial owner.
The Ministry of Finance keeps the CRBR, Poland’s central register of beneficial owners, meaning each individual holding over 25% of shares or votes, or controlling the company in another way. A person entitled to represent the company, normally a board member, files electronically within 14 days of the KRS entry and of each later change, Saturdays and public holidays not counted, and late or false data can lead to a penalty on the company of up to PLN 1,000,000. Article 67 of the AML Act makes the register public; a government bill would narrow access from 2027 to authorities, obliged institutions and those with a legitimate interest, but that is a proposal, not law.
Our page on company administration in Poland sets out what a sp. z o.o. files and when, and winding a company up is covered on company liquidation in Poland.
A Polish company banks in złoty, with euro and other currency sub-accounts available, and the law gives it reasons to: business payments to another entrepreneur above a statutory threshold must pass through a payment account, and the bank keeps a VAT account in złoty alongside the settlement account. mBank accepts only companies run in Poland and has every representative shown in the KRS sign in a branch; Erste Bank Polska asks foreigners for confirmation of permanent residence in Poland, a PESEL and a Polish phone number for its branch-opened account; PKO Bank Polski lets a new customer confirm identity online through the government mObywatel app. The Bank Guarantee Fund protects deposits up to an amount equal to EUR 100,000, a sp. z o.o. included. See our page on bank accounts in Poland.
Customs numbers, sector licences and other steps after a purchase are described on our page on post-transactional services in Poland.
We supply ready-made sp. z o.o. companies and form new ones, draft the articles or the share sale agreement and resolutions, prepare the registry court, tax office and CRBR filings that the board signs, and help the company assemble its bank application. If we have a working contact at a suitable bank, an introduction is possible; the decision is the bank’s alone.
It abbreviates spółka z ograniczoną odpowiedzialnością, a company with limited liability, and the Commercial Companies Code lets the short form replace the full words in the company name. Shareholders are not liable for the company’s obligations. Board members are in a different position: under Article 299 of the Code they answer jointly for the company’s debts where enforcement against the company fails, which is why the choice of board deserves care.
Only in some cases. Company law accepts board members of any nationality, living anywhere. The Act of 20 March 2025 requires a work permit for a board member who stays in Poland to perform the function for more than six months in total within twelve consecutive months; shorter stays need none. Citizens of EU and EEA states are outside the Act, and Swiss citizens with a right of residence have unrestricted access to the Polish labour market.
Yes, as a rule. The VAT Act requires taxpayers to issue structured invoices through the National e-Invoice System, KSeF. A transitional rule runs until 31 December 2026: a taxpayer whose invoiced sales including VAT do not exceed PLN 10,000 in a month may still issue paper or other electronic invoices until then.
The KRS number identifies a company’s entry in the National Court Register, NIP is its tax identification number and REGON its statistical number; the last two are entered automatically from the KRS data. The KRS is public and readable online, a copy of current full information downloaded by the user is as valid as one from the register’s Central Information, and the official VAT taxpayer list shows a company’s VAT status. KRS entries are no longer announced in Monitor Sądowy i Gospodarczy since 29 November 2025.
Weighing up a Polish company? Write to us through the contact page with the planned shareholders and board members, the countries they live in and whether any of them holds a PESEL, and we will explain what a new or a ready-made sp. z o.o. would require. You can also reach us on Telegram and WhatsApp at +48 663 247 166.