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A Polish company exists from the day the registry court enters it in the Krajowy Rejestr Sądowy (KRS), the National Court Register; until then it is a company in organisation (Commercial Companies Code, KSH, Articles 161 and 163). Company registration, or incorporation, in Poland reaches that entry by one of two routes: articles signed as a notarial deed before a Polish notary (Article 157 §2), or articles completed on the Ministry of Justice template in the S24 system and signed electronically (Article 157¹).
The court has seven days to deal with an application, and one day where the articles were made on the S24 template (KRS Act, Article 20a). Those are the court’s statutory periods. For a founder abroad the time goes into signatures, powers of attorney and translations, which is what most of this page covers. To take over a company that is already registered instead, see ready-made shelf companies in Poland.
| Form | Statutory minimum capital | What to know |
|---|---|---|
| Spółka z ograniczoną odpowiedzialnością (sp. z o.o.) | PLN 5,000, each share at least PLN 50 (KSH Article 154) | One or more founders, but never solely another single-member sp. z o.o.; shareholders are not liable for its debts (Article 151) |
| Prosta spółka akcyjna (P.S.A.) | PLN 1 of share capital (Article 300³) | The simple joint-stock company; it can also be registered through S24 |
| Spółka akcyjna (S.A.) | PLN 100,000 (Article 308) | Its annual accounts are always audited (Accounting Act, Article 64) |
For almost every foreign founder the answer is the sp. z o.o. Its management board (zarząd) consists of one or more natural persons with full legal capacity, who need not be shareholders (KSH Articles 18 and 201). A supervisory board is compulsory only when the share capital exceeds PLN 500,000 and there are more than 25 shareholders (Article 213). Our overview of types of companies in Poland also covers the partnerships.
| Point | S24 template | Notarial deed |
|---|---|---|
| Articles | Ministry template with fixed and variable clauses, signed with a qualified electronic signature, trusted signature or personal signature (Article 157¹) | Any lawful content, drawn up by a notary (Article 157 §2) |
| Contributions | Cash only, paid within seven days after entry in the register (Article 158 §1¹) | Cash or in kind, paid in full before the application (Article 163) |
| Deadline to file | Seven days after signing, or the articles dissolve (Article 169 §2) | Six months after signing (Article 169 §1) |
| Court period | One day (KRS Act, Article 20a(2)) | Seven days (Article 20a(1)) |
| Later changes | Template resolutions and template share sales, as long as no notarial change has been made (KSH Articles 180 §2 and 255 §4) | Amendments recorded by a notary (Article 255 §3) |
Both routes produce the same company. S24 suits founders putting in cash on standard terms; share classes, a contribution of equipment or intellectual property, or consent clauses for share sales call for the notarial route. Neither route needs a bank certificate: the board members state to the court that the contributions have been made (Article 167).
Polish law sets no residence or nationality condition for shareholders or board members. A person without a PESEL, the Polish personal identification number, is entered in the KRS with name and date of birth (KRS Act, Article 35). What matters in practice is how documents are signed and filed.
Plan one more thing when choosing the board. The annual accounts go to the KRS signed by a board member whose PESEL is shown in the register, or through an advocate, legal adviser or foreign lawyer holding a power of attorney (KRS Act, Article 19e). A board without any PESEL needs that lawyer every year.
| Obligation | Rule |
|---|---|
| Supplementary tax data (NIP-8) | Bank accounts, places of business and the person keeping the books, within 21 days of the KRS entry; later changes within 7 days (Taxpayer Registration Act, Articles 5 and 9) |
| Beneficial owners in the CRBR | Within 14 days of the KRS entry, Saturdays and public holidays not counted, filed electronically by a board member (AML Act, Articles 60 and 61) |
| VAT registration (VAT-R) | Before the first taxable sale; a company with its seat in Poland may stay exempt while its sales stay under PLN 240,000 a year, though not for legal or consultancy services and certain goods (VAT Act, Articles 96 and 113) |
| EU VAT number | Before the first intra-EU supply or acquisition, or cross-border business services (Article 97) |
| Invoices | Structured e-invoices in the National e-Invoice System, KSeF (Article 106ga) |
| Accounts and audit | Full books; accounts approved within six months of the year end and filed with the KRS within 15 days; audit once two of three thresholds were met: 50 employees, total assets of EUR 3,125,000, net revenue of EUR 6,250,000 (Accounting Act, Articles 53, 64 and 69) |
The CRBR, the Central Register of Beneficial Owners kept by the Ministry of Finance, records every natural person who owns more than 25 per cent of the shares or votes or otherwise controls the company. Under Article 67 of the AML Act the register is public; a government bill would limit access to authorities, obliged institutions and people with a legitimate interest. A missed or untrue filing exposes the company to a penalty of up to PLN 1,000,000 (Article 153).
A company with its seat in Poland pays Polish corporate income tax on its worldwide income (CIT Act, Article 3).
| Regime | Rate | Conditions in the Act |
|---|---|---|
| Standard CIT | 19 per cent | Article 19(1)(1) |
| Reduced CIT | 9 per cent on income other than capital gains | Revenue in the tax year up to the złoty equivalent of EUR 2,000,000, plus small taxpayer status, meaning prior-year sales revenue including VAT up to EUR 2,000,000, which is not needed in the year a company starts business; closed in its start year and the next to a company created by merger or division, or by an existing business worth over EUR 10,000 contributed to its capital (Articles 4a and 19) |
| Estonian CIT (ryczałt od dochodów spółek) | 10 per cent for a small taxpayer or a company starting business, 20 per cent otherwise | Charged on distributed profit and hidden profits; only natural persons as shareholders, no shares in other companies, passive income under half of revenue, at least three employees who are not shareholders, with the staff condition relaxed in the start year and the next two; chosen for four-year periods (Articles 28f, 28j, 28m and 28o) |
The shareholder condition decides most cases: a Polish subsidiary owned by a foreign company cannot choose the Estonian regime. Dividends paid abroad bear 19 per cent withholding tax unless a tax treaty or the EU Parent-Subsidiary Directive reduces it (Article 22). Standard VAT is 23 per cent, with 8 and 5 per cent reduced rates (VAT Act, Articles 41 and 146ef). The articles attract tax on civil law transactions of 0.5 per cent of the share capital, payable by the company (PCC Act, Article 7).
Plans to set up an IT subsidiary in Poland, or an entity in Kraków or Wrocław, almost always end in an ordinary sp. z o.o. with the foreign parent as shareholder. The parent signs through its own representatives or an attorney, the court can ask for sworn translations of its documents (Code of Civil Procedure, Article 256), and the Code bars a sp. z o.o. from being founded solely by another single-member sp. z o.o. (KSH Article 151 §2). A branch (oddział) is not a separate company but part of the foreign company, limited to the business it carries on abroad (Foreign Entrepreneurs Act, Articles 3 and 15); the FAQ below explains how one is registered. Our page on setting up a subsidiary in Poland goes further.
With one day for S24 applications and seven for the rest, buying a company does not beat the court in Poland; it beats the preparation. A ready-made sp. z o.o. already has its articles, paid capital, KRS number, NIP and REGON and its first filings behind it, and an earlier date of entry. It does not avoid a share sale with notarised signatures, a KRS filing within seven days, a new beneficial owner filing or the bank’s review of the new owners. Bespoke articles, share classes or an in-kind contribution point to forming. Our guide to off-the-shelf companies sets out the trade-off, and the Poland overview covers the country itself.
As your company formation agent for Poland, we can form a new sp. z o.o. or supply a ready-made one, draft the articles or the transfer documents, prepare the KRS, NIP-8 and CRBR filings for your board to sign, and help you put the bank application together. Where we have a working contact at a suitable bank we can introduce you, and the bank alone decides; our page on bank accounts in Poland lists what the banks ask for. If you want a nominee board member or shareholder, we use only a provider entered in the Ministry of Finance register of trust and company services, or a Polish advocate or legal adviser, because Polish law makes acting as someone else’s board member or shareholder a regulated service; a nominee board member carries the full liability of Articles 293 and 299 of the Commercial Companies Code, including liability for the company’s debts when enforcement against it fails, and the company still reports you to the CRBR as its beneficial owner.
Choose the form, normally a sp. z o.o., and make the articles either on the S24 template with electronic signatures or as a notarial deed. Pay in at least PLN 5,000 of capital, appoint the board and file the application with the registry court online, signed by every board member. After entry the company receives its NIP and REGON automatically, then files its NIP-8 data within 21 days and its beneficial owners within 14.
Yes. Shareholders and board members need no Polish residence or citizenship, and someone without a PESEL is entered in the KRS with name and date of birth. What the missing PESEL changes is how you sign: there is no trusted profile without one, so you use a qualified electronic signature or act through an attorney, and the yearly accounts are then filed through a lawyer.
PLN 5,000, divided into shares of at least PLN 50 each. On the notarial route the whole capital is paid before registration; on S24 it is paid in cash within seven days after entry. Either way the board confirms payment by its own statement to the court, so no bank certificate is needed. A P.S.A. needs PLN 1 of share capital and an S.A. PLN 100,000.
Search the KRS online. The register is public, and a printout of current full information that you download yourself has the same force as an extract issued by the register’s Central Information, so it can serve as proof of registration. Filed financial statements can be read in the online registry files, and VAT registration is shown on the tax administration’s list of VAT taxpayers.
No law requires one. A founder who holds a PESEL with a trusted profile, or a qualified electronic signature, can form a sp. z o.o. on S24 without help. Company formation services earn their place where the founders live abroad: powers of attorney in the right form, consents and addresses for service, translations, the NIP-8 and CRBR filings, and a plan for the annual accounts when no board member has a PESEL.
The foreign company appoints a person authorised to represent it in the branch and applies for entry in the KRS register of entrepreneurs, filing its articles with a certified Polish translation. The branch may start work only after entry. Companies from EU and EEA states may open branches as of right; others depend on reciprocity or a treaty. A representative office, by contrast, may only advertise and promote its company.
Planning a sp. z o.o. in Poland, or still weighing forming one against buying one? Write to us with the founders’ countries and whether they hold PESEL numbers, and we will set out what the formation would need. We also answer on Telegram and WhatsApp at +48 663 247 166.