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A shelf company in Poland is a sp. z o.o. that has been entered in the National Court Register (KRS), has never traded, and is sold by transferring its shares (udziały) to the buyer. In Polish it is often called a gotowa spółka, a ready company, and in English an off-the-shelf company; German-speaking buyers know the idea as a Vorratsgesellschaft. The company came into existence on the day of its KRS entry (Commercial Companies Code, KSH, Article 163), and that date stays on the register whoever owns it later.
What changes hands is a legal person with its KRS number, its NIP tax number and REGON statistical number, its articles, its paid share capital and a record of yearly filings. What does not change hands is a business: there are no customers, staff or contracts. Ready-made companies in Poland are therefore a different purchase from a going concern: anyone who wants to buy a Polish company that already trades needs a full review of its contracts, tax and staff before signing. If you are still deciding between buying and founding, our page on company formation in Poland explains the S24 and notarial routes.
Almost everything a buyer needs is public. Anyone can consult the KRS online, and a printout of current full information downloaded from it carries the same force as an official extract (KRS Act, Articles 4 and 8).
| What to confirm | Why it matters in Polish law |
|---|---|
| Date of entry, seat, board, shareholders holding 10 per cent or more, PKD codes | All of it appears in the KRS entry (KRS Act, Articles 38 to 40) |
| Financial statements filed for every year | Approved within six months of each year end and filed with the KRS within 15 days (Accounting Act, Articles 53 and 69); filed statements can be read in the online registry files |
| A CIT return for every year | Due by the end of the third month after the tax year, even for a year without income (CIT Act, Article 27) |
| VAT status on the list of VAT taxpayers | Shows whether the company is an active VAT payer, exempt or removed (VAT Act, Article 96b) |
| Beneficial owners in the CRBR | Public under Article 67 of the AML Act; the entry should match the seller |
| Transfer clauses in the articles | The articles may make a sale depend on the company’s consent (KSH Article 182) |
| How the company was formed | A company registered on S24 with no notarial change since can be sold and amended on S24 templates (KSH Articles 180 §2 and 255 §4) |
The buyer also steps into the seller’s shoes towards the company: under Article 186 KSH the buyer answers jointly with the seller for anything still owed to the company on the shares, such as unpaid capital. The board’s statement of payment in the registry files and the company’s accounts show whether anything is still owed.
Legally, the purchase is a change of shareholder followed by a change of board, each with its own filing.
| Step | What the law requires |
|---|---|
| Share sale agreement | In writing, with the signatures notarised (KSH Article 180 §1); for a company registered on S24, also possible on the system’s template with electronic signatures (Article 180 §2) |
| Transfer tax | Tax on civil law transactions of 1 per cent of the market value of the shares, paid by the buyer, with a declaration filed within 14 days (PCC Act, Articles 4, 6, 7 and 10) |
| Notice to the company | The sale takes effect towards the company once it receives notice with proof (KSH Article 187) |
| Share book and KRS | The board records the new shareholder and files a new list of shareholders signed by all its members within 7 days, together with the statement whether the company is now a foreigner under the land purchase act (KSH Article 188; KRS Act, Articles 19c and 22) |
| New board | Appointed by shareholders’ resolution; each new member gives consent and an address for service, with an attorney for service in Poland if that address is outside the EU (KSH Article 201; KRS Act, Article 19a) |
| New name, seat or PKD codes | An amendment of the articles by resolution recorded by a notary, or by template resolution in an S24 company, then entered by the court (KSH Articles 255 and 256) |
A buyer abroad does not have to attend. An attorney can sign the agreement if the power of attorney is itself in writing with a notarised signature, because a power of attorney follows the form of the act (Civil Code, Article 99 §1), and the court may ask for a sworn Polish translation of any foreign document (Code of Civil Procedure, Article 256).
The beneficial owner record has to follow the new owner. A share sale is effective without a KRS entry, so the company updates the CRBR within 14 days of the transfer itself, not counting Saturdays and public holidays (AML Act, Article 60). Only a person entitled to represent the company may file, electronically with a qualified electronic signature or a trusted profile and under a statement made on pain of criminal liability (Article 61), which is why we prepare the update for your board member to sign rather than filing it ourselves. The Act sets penalties of up to PLN 1,000,000 for the company and up to PLN 50,000 for a beneficial owner who withholds the data (Article 153).
The tax office needs no separate notice of the new shareholders or board: the KRS passes its data to the central taxpayer register automatically (KRS Act, Article 20). The company corrects its NIP-8 data within 7 days only when supplementary details change, such as its bank accounts, its accountant or the place where its records are kept (Taxpayer Registration Act, Articles 5 and 9). The NIP and REGON stay the same.
Searches for a VAT company for sale in Poland assume that a shelf company keeps a VAT number while it waits. Polish law works against that. VAT registration is a separate step, made before the first taxable sale (VAT Act, Article 96), and a company whose sales stay under PLN 240,000 a year may remain exempt (Article 113). A registered company that files returns for six consecutive months or two consecutive quarters showing no sales, no purchases with deductible VAT and no imports is struck off the VAT register by the tax office, unless it explains the gap by the nature of its business (Article 96(9a) and (9e)).
So ask for the company’s status on the list of VAT taxpayers on the day you sign, and for the date of its registration. A company that was removed, or never registered, applies after the purchase like any other; the EU VAT number for intra-EU trade is a further notice of its own (Article 97). See also our page on ready-made companies with a VAT number.
Poland is one of the countries where our offer of shelf companies with bank accounts applies: a ready-made sp. z o.o. with an existing account is possible for a buyer the bank accepts. The account belongs to the company and stays with it through the share sale. The bank then checks the new owners and board again, and it may keep the account, ask for more documents or close it. Banks deal with the people the KRS shows as entitled to represent the company, and at least one large Polish bank has every representative sign in a branch, so registering the new board comes first. A company without an account opens one after the purchase; our page on bank accounts in Poland covers what the banks ask for.
The gains are concrete. The company has an earlier date of entry in the KRS. Its formation is finished: no articles to negotiate, no capital to pay in, no first NIP-8 or CRBR filing to make. Its KRS number, NIP and REGON already appear on the public registers. And a never-traded company with no sales in the previous year is a small taxpayer, so its income other than capital gains is taxed at 9 per cent while its revenue stays within the EUR 2,000,000 limit (CIT Act, Article 19).
Speed at the court is not one of the gains: the statute gives the court one day for an S24 application and seven days for the others (KRS Act, Article 20a), and a sale needs its own filing. A ready-made company also brings a past: its accounts, tax returns and any VAT returns are matters the company answers for under its new owner. A buyer who needs neither an earlier date nor existing registrations, or who wants articles drafted around a shareholders’ agreement, usually does better forming a new company. Our guide to aged shelf companies discusses when age itself matters, and the Poland overview covers the country.
We can supply a ready-made Polish company or form a new one, prepare the share sale agreement, the board and amendment resolutions and the KRS filings, draft the CRBR and NIP-8 updates for your board to sign, and help you assemble the bank application, with an introduction where we have a working contact at a suitable bank and the decision left to that bank. If you would like a nominee board member or shareholder after the purchase, we work only with a provider entered in the Ministry of Finance register of trust and company services, or with a Polish advocate or legal adviser, since Polish law treats holding a board seat or shares for someone else as a regulated service; a nominee board member bears the full liability of Articles 293 and 299 of the Commercial Companies Code, and you remain the beneficial owner the company reports to the CRBR.
Check the KRS entry, the filed accounts and the VAT and CRBR records, then sign a share sale agreement in writing with notarised signatures, or on the S24 template if the company was registered there. Notify the company, pay the 1 per cent transfer tax within 14 days, appoint your board and change the name or seat if you wish. The board files the changes with the KRS within seven days and updates the CRBR within 14.
Yes. Polish company law sets no nationality or residence test for shareholders or board members. The KRS filing carries a statement on whether the company becomes a foreigner under the land purchase act, which matters if it will acquire real estate. A board member who stays in Poland for more than six months in any twelve to do the job needs a work permit, unless they are an EU or EEA citizen or a Swiss citizen entitled to reside in Poland.
Yes, tax on civil law transactions at 1 per cent of the market value of the shares. The buyer pays it and files the declaration within 14 days of the sale; a notary collects it only when the agreement is made as a full notarial deed. The rate is set by the PCC Act and applies to shares in a Polish company wherever the agreement is signed.
Only if it was registered for VAT and has not been struck off since. Registration is a separate step, and the tax office removes a company that files six months or two quarters of returns without activity. Check the company’s status on the list of VAT taxpayers on the day you sign. The NIP and REGON, by contrast, are assigned automatically to every company entered in the KRS.
The company, through a person entitled to represent it, normally a board member. The update is electronic, signed with a qualified electronic signature or a trusted profile, and due within 14 days of the transfer, Saturdays and public holidays excluded. It names every natural person who owns more than 25 per cent of the shares or votes or otherwise controls the company, so a holding structure has to be traced to the people at the top.
No. The agreement needs notarised signatures, and an attorney can sign for you under a power of attorney bearing your notarised signature. New board members give their consent and an address for service; if that address is outside the EU, the company names an attorney for service in Poland. The bank may still want to identify the board, and some banks have representatives sign in a branch.
Interested in a Polish shelf company? Ask us which sp. z o.o. companies are available now, or tell us who will sit on the board and we will explain what the transfer involves. Messages on Telegram and WhatsApp reach us at +48 663 247 166.