Setting up a limited liability company in Poland as a foreigner

Can a foreigner set up a limited liability company in Poland?

Polish citizenship is not required to set up a company in Poland. The legal forms available to a foreign founder may, however, depend on their citizenship and residence status.

Company registration in Poland for foreigners: key information

In practice, the most common choice for foreign founders is a Polish limited liability company, or sp. z o.o. (spółka z ograniczoną odpowiedzialnością).
The minimum share capital of a Polish limited liability company is PLN 5,000.
A single-shareholder limited liability company is permitted under Polish law.
The articles of association must contain the elements required by the Polish Commercial Companies Code. Where the company has several shareholders, it is also advisable to regulate representation, voting and resolution-making, company financing, transfers of shares and mechanisms allowing a shareholder to exit the investment.
Citizens of the European Union and the European Economic Area may conduct business in Poland on the same terms as Polish citizens.
The same rights are available to certain categories of third-country nationals, including persons holding residence titles specified by law or benefiting from certain forms of protection. The scope of these rights should be assessed on the basis of the foreigner’s current residence document and individual circumstances.
A foreign national may not only establish a new company but also acquire shares in a Polish company. If the company owns or holds a perpetual usufruct right to real estate in Poland, the acquisition of shares may, in certain cases, require a permit from the Polish Ministry of the Interior and Administration.

What type of company can a foreigner set up in Poland?

A foreign entrepreneur should first decide which legal form is appropriate for conducting business in Poland. The choice should take into account the business model, shareholders’ liability, financing arrangements, representation rules, intended distribution of profits and tax consequences. A legal form should not be selected solely on the basis of registration costs or speed.

The Polish Commercial Companies Code provides for the following types of commercial companies and partnerships:

registered partnership (spółka jawna),
professional partnership (spółka partnerska),
limited partnership (spółka komandytowa),
limited joint-stock partnership (spółka komandytowo-akcyjna),
limited liability company (spółka z ograniczoną odpowiedzialnością),
simple joint-stock company (prosta spółka akcyjna),
joint-stock company (spółka akcyjna).

In practice, a Polish limited liability company is the most frequently selected form because it combines a relatively straightforward corporate structure with limited liability of shareholders. This does not mean that it will be optimal in every case.

How to set up a limited liability company in Poland: step by step

Company registration in Poland requires a number of formal steps:

select the legal form, shareholders, corporate bodies, representation rules, financing structure, PKD 2025 business activity codes and tax model
prepare and execute the articles of association or founding deed; depending on the company type and registration method, the document is executed before a notary or generated using the standard template in the S24 system
make the required contributions and, where applicable, submit statements confirming that they have been made
appoint members of the company’s corporate bodies and determine their addresses for service
submit an electronic application to the business register of the Polish National Court Register (KRS) through the Court Registers Portal (PRS) or the S24 system
create or register an e-Delivery address as part of the registration process
after registration in the KRS, complete the supplementary obligations, in particular submit the NIP-8 form, report beneficial owners to the Central Register of Beneficial Owners (CRBR) and, where required or intended, register for VAT

What documents are required to register a limited liability company in Poland?

The precise set of documents required for registration of a limited liability company in Poland depends on the contents of the articles of association, the method used to execute them and the composition of the company’s corporate bodies. A typical registration package includes:

articles of association in the form of a notarial deed or articles concluded using the S24 template;
documents appointing members of the company’s corporate bodies, where the appointment does not follow directly from the articles of association;
statements by members of the management board confirming that the contributions have been made, where required for the relevant registration method;
a list of shareholders specifying the number and nominal value of their shares;
addresses for service of management board members and other persons whose details must be reported;
a statement confirming full legal capacity and consent to appointment to the relevant position;
consents to appointment, unless they follow from a signed document or a statutory exception applies;
a power of attorney and proof of payment of stamp duty, where the application is filed by an attorney and the fee is payable;
information required to create or disclose the company’s e-Delivery address;
proof of payment of the applicable court fee.

How much does it cost to set up a limited liability company in Poland as a foreigner?

There is no single minimum cost of registering a limited liability company in Poland. The final amount depends, among other things, on the chosen registration method, the contents of the articles of association, the amount of share capital, the number of copies of the notarial deed, the scope of foreign documents and the need to engage a sworn translator. The main categories of costs are as follows:

Application through PRS after executing the articles before a notary: a court fee of PLN 500, as well as notarial fees, copies of the notarial deed, tax on civil law transactions and any legal fees.
Registration of a limited liability company through S24: a court fee of PLN 250, as well as tax on civil law transactions and any legal fees.
Tax on civil law transactions (PCC): as a rule, 0.5% of the taxable base after the deductions permitted by law. In the notarial procedure, the tax is collected by the notary. Where the articles are concluded through S24, the company generally files a PCC-3 declaration and pays the tax within the statutory deadline.

Additional costs for a foreign founder may include sworn translations, an apostille or legalisation, a qualified electronic signature, foreign powers of attorney and assistance with a bank’s AML/KYC requirements.

How long does company registration in Poland take?

Under the Polish Act on the National Court Register, an application should generally be examined within 7 days of receipt by the registration court. For a correctly completed application concerning a company whose articles were concluded using the S24 template, the statutory examination period is 1 day.

These are statutory time limits and are not always met in practice. Based on our experience, registering a company in Poland usually takes between three weeks and two months. The process may take longer due to formal deficiencies, requests for supplementary documents, questions concerning foreign documents or a substantial workload in the relevant registration division.

S24 company registration or notarial articles and a PRS application?

A Polish limited liability company can be established using the standard articles of association available in the S24 system or by executing bespoke articles in the form of a notarial deed and filing the KRS application through PRS. Each option has advantages and limitations.

When is S24 company registration a good choice?

Online company registration through S24 may be appropriate where the shareholders accept standard articles of association, intend to make cash contributions only, have the required electronic signatures and wish to reduce initial registration costs.

Limitations of the S24 System

the system supports only selected types of companies and partnerships and requires the use of standard templates;
the articles can be adapted to the shareholders’ relationship only to a limited extent;
the share capital of a limited liability company registered through S24 must be covered by cash contributions;
the articles cannot include the full range of bespoke legal mechanisms that may be required by the shareholders.

When should foreign founders choose a notarial deed instead of S24?

Executing the articles of association before a notary, with the assistance of a professional legal adviser, may be more practical where a foreign shareholder does not speak Polish, acts through an attorney or requires bespoke provisions in the corporate documents. If a person participating in a notarial transaction does not understand Polish, the notarial deed or other document must be translated with the assistance of a sworn translator.

Can a limited liability company operate before registration in the KRS?

Upon execution of the articles of association, a limited liability company in organisation (spółka z o.o. w organizacji) is created. This is a transitional stage lasting from execution of the articles until the company is entered in the business register of the Polish National Court Register.

A limited liability company in organisation does not yet have legal personality, but it has legal capacity. It may therefore enter into agreements and commence business activity before registration in the KRS.

For example, the company may acquire rights in its own name, including ownership of real estate and other rights in rem, incur obligations, bring legal proceedings and be sued. In the case of a company controlled by foreign nationals, it is necessary to take into account the statutory restrictions concerning the acquisition of real estate in Poland by foreigners.

Commencing business at the company-in-organisation stage nevertheless requires appropriate tax, accounting and legal preparation.

What must be done after the company is registered in the KRS?

Registration in the KRS completes the formal incorporation stage, but it does not end the company’s organisational and reporting obligations. In particular, the company should:

verify the automatically assigned NIP tax identification number and REGON statistical number and submit the NIP-8 form, generally within 21 days of registration, or within 7 days if the company intends to pay social security contributions
report its beneficial owners to the Central Register of Beneficial Owners (CRBR), generally within 7 business days of registration in the KRS
open a business bank account and complete the bank’s AML/KYC procedure
register for VAT where required or commercially justified
engage an accounting firm and implement full accounting records
ensure that the e-Delivery address is properly serviced and that official correspondence is monitored
prepare agreements with shareholders and management board members, employment contracts for employees, B2B agreements with contractors and contracts with business partners

As part of our comprehensive legal assistance, we can:

analyse the appropriate legal form, taking into account the business model, liability, financing and the intended method of distributing funds,
prepare a shareholder checklist covering the key decisions to be reflected in the articles of association,
draft bespoke articles of association adapted to the shareholders’ relationship and the risks of the project,
prepare the full registration package and submit the electronic application through PRS or S24,
assist foreign founders with foreign documents, translations, electronic signatures, powers of attorney and the practical requirements of company registration,
assist with post-registration obligations, including reporting beneficial owners to the CRBR,
prepare operational documentation, including B2B agreements, employment agreements, corporate policies and GDPR and AML documentation.

Tell us what business you intend to conduct in Poland, who the shareholders will be and what their objectives are. Based on this information, we will propose a structure that is legally secure and practical to implement.

Can a foreigner set up a single-shareholder limited liability company in Poland?

Yes. A foreign national may be the sole shareholder of a Polish limited liability company, and Polish citizenship is not required. It should be noted, however, that a limited liability company cannot be incorporated solely by another single-shareholder limited liability company.

Does a foreigner need a PESEL number to set up a company in Poland?

As a rule, a PESEL number is not a condition for becoming a shareholder or setting up a limited liability company. It may, however, be necessary to use certain Polish electronic services, in particular to obtain a Trusted Profile and, in practice, may also be requested when opening a bank account. For an S24 registration, documents may be signed using a qualified electronic signature, a Trusted Profile or a personal signature. A foreign national without a PESEL number should verify before beginning the process whether their qualified electronic signature is supported by the system.

Can a foreigner register a company in Poland online?

Yes. A foreign national may register a limited liability company online through the S24 system, provided that all persons signing the documents have accounts in the system and use an accepted electronic signature. S24 is based on standard articles of association and is therefore not suitable where the shareholders require bespoke corporate provisions or intend to make non-cash contributions.

Does setting up a company give a foreigner the right to reside in Poland?

No. Establishing a company, acquiring shares or being appointed to the management board does not automatically legalise a foreign national’s stay in Poland. Conducting business activity may provide a basis for applying for an appropriate temporary residence permit, but the foreign national must satisfy the statutory requirements. The right to work or to perform management board functions may also require a separate assessment.

Can a company controlled by foreigners buy real estate in Poland?

Yes, but in certain cases a company directly or indirectly controlled by foreign nationals must first obtain a permit from the Polish Minister of the Interior and Administration. The permit requirement depends, among other things, on the shareholders’ citizenship, the company’s control structure, the type and location of the property and whether a statutory exemption applies. The ownership structure and the planned transaction should therefore be reviewed before the property is acquired.

Is a sworn translator required when a foreigner sets up a company in Poland?

Where the articles of association are executed before a notary and the foreign national does not understand Polish, the contents of the notarial deed must be translated. The translation may be provided by a notary who has demonstrated sufficient knowledge of the relevant language or by a translator, in practice most commonly a sworn translator.