Company incorporation in Poland – a guide for foreign investors

Company incorporation in Poland enables foreign entrepreneurs and international companies to establish a legal presence in Poland. One of the most commonly considered structures is a Polish limited liability company (sp. z o.o.), which requires minimum share capital of PLN 5,000. Company registration is carried out electronically through the National Court Register (KRS), but incorporation is only the first stage. A new company must also address tax registration, accounting, beneficial ownership reporting and other compliance obligations.

For foreign businesses entering the Polish market, company incorporation in Poland involves more than filing a registration application. Decisions concerning the legal form, ownership structure, management board, method of incorporation and tax setup can affect how the Polish entity operates after registration.

Businesses planning to enter the Polish market can register a company in Poland and prepare the new entity for its accounting, tax and payroll obligations from the outset.

This guide explains the key stages of incorporating a company in Poland and highlights issues that foreign shareholders should consider before the business becomes operational.

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Can a foreigner incorporate a company in Poland?

Yes. Foreign individuals and foreign companies can establish companies in Poland. The forms of business activity available in a particular case may depend on the investor’s nationality and legal status, but foreign investors can use Polish commercial companies, including a limited liability company.

The Polish government portal for entrepreneurs distinguishes between the rules applicable to different categories of foreign nationals and confirms that companies registered in the National Court Register are incorporated electronically through S24 or the Court Registers Portal (PRS).

This distinction is important because owning shares in a Polish company is not the same as registering a sole proprietorship in Poland. The rules governing individual business activity may depend on citizenship or residence status.

For investors planning a separate Polish corporate entity, a limited liability company – spółka z ograniczoną odpowiedzialnością or sp. z o.o. – is therefore often one of the structures considered.

If company incorporation is part of a broader Polish market entry project, getsix® can support the process by coordinating the corporate setup with the tax, accounting, payroll and operational requirements of the new Polish entity.

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Which legal form is suitable for company incorporation in Poland?

The appropriate structure depends on the scale of the investment, ownership model, financing requirements, liability exposure and planned activities in Poland.

The main options available to foreign investors include:

Structure	Main characteristics	Typical use
Limited liability company – sp. z o.o.	Separate legal entity; minimum share capital PLN 5,000	Operating companies, subsidiaries, service and trading businesses
Simple joint-stock company – P.S.A.	Flexible corporate structure and very low minimum share capital	Ventures requiring flexible equity arrangements
Joint-stock company – S.A.	More extensive governance requirements and higher capital requirements	Larger investments and projects requiring a joint-stock structure
Branch of a foreign company	Part of the foreign parent rather than a separate Polish legal entity	Conducting activities in Poland directly through an existing foreign company

For many international businesses establishing an operational subsidiary in Poland, the sp. z o.o. is particularly relevant because it provides a separate legal entity and limits shareholders’ liability for the company’s obligations.

Under the Polish Commercial Companies Code, a sp. z o.o. may generally be established by one or more persons. Its minimum share capital is PLN 5,000, and the nominal value of one share cannot be lower than PLN 50. The Code also provides that shareholders are not liable for the company’s obligations.

One important exception should be taken into account when designing the ownership structure: a single-member Polish limited liability company cannot be established solely by another single-member limited liability company.

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Why do foreign investors choose a Polish limited liability company?

A sp. z o.o. can be useful where the investor wants the Polish operation to function as a separate entity rather than directly through the foreign parent.

Depending on the business model, it can:

• enter into contracts in its own name,
• employ staff in Poland,
• own assets,
• issue invoices,
• maintain its own accounting records,
• act as a subsidiary of an international group,
• have one or several shareholders.

The choice should nevertheless be based on the actual operating model. A subsidiary, branch and direct cross-border activity can have different consequences for taxation, accounting, liability and corporate governance.

For this reason, the structure should ideally be selected before contracts, employees and intercompany arrangements are transferred to the Polish operation.

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How to incorporate a company in Poland step by step

Company incorporation in Poland generally involves determining the ownership and management structure, preparing the articles of association, registering the company in the National Court Register (KRS) and completing post-registration tax and compliance formalities.

For a standard sp. z o.o., the process can be divided into the following stages.

1. Determine the shareholders and management structure

Before filing any registration documents, the founders should determine:

• who will be the shareholders,
• how the shares will be distributed,
• the amount of share capital,
• who will sit on the management board,
• how the company will be represented,
• where its registered office will be located,
• what business activities it will conduct.

This stage is particularly important where the shareholder is a foreign corporate entity rather than an individual.

The company should establish who is authorised to represent the foreign shareholder and what documentation will be necessary to demonstrate that authority in Poland.

Foreign corporate documents may also require appropriate translation or authentication, depending on their origin and the procedure in which they are used.

2. Choose between S24 and notarial incorporation

Polish company registration is electronic, but there are different ways to establish the company itself.

S24 registration

The S24 system can be used to incorporate a sp. z o.o. using a standard agreement template provided by the system.

It is generally suitable for relatively straightforward structures where the standard provisions meet the founders’ needs.

The Ministry of Justice confirms that S24 can be used to submit an application for registration of, among others, a limited liability company in the National Court Register.

Incorporation before a notary

Where shareholders require individually drafted provisions, the articles of association can be concluded in the form of a notarial deed.

This may be more appropriate where the company needs specific rules concerning shareholder rights, representation, transfer of shares or other governance matters.

The subsequent KRS application is submitted electronically through the Court Registers Portal (PRS).

Government guidance confirms that S24 is used where the agreement is based on the template available in that system, while companies established through a notarial deed are registered through PRS.

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Can company incorporation in Poland be completed online?

The KRS registration procedure is electronic. Whether the whole incorporation process can be completed without travelling to Poland depends on the chosen incorporation route, signatures available to the founders, foreign documents and the company’s ownership structure.

Applications to the KRS are filed online through S24 or PRS. The relevant electronic systems require appropriate authentication and electronic signatures. Government guidance lists the trusted signature, qualified electronic signature and, in certain procedures, personal signature as available methods.

This is one area where foreign investors should plan ahead.

A structure that is legally straightforward may still encounter practical delays if shareholders or board members cannot sign the necessary documents in the required form.

A representative can also carry out certain registration activities where legally permissible. However, some later obligations cannot simply be delegated. For example, a Central Register of Beneficial Owners (CRBR) filing must be made by a person authorised to represent the entity and cannot be submitted by a proxy.

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What documents are needed to incorporate a company in Poland?

The exact set of documents depends on the legal form, incorporation method and whether the shareholders are individuals or corporate entities.

For a foreign-owned sp. z o.o., the preparation stage commonly involves information or documents concerning:

• shareholders,
• management board members,
• company name and registered office,
• share capital and allocation of shares,
• business activities,
• rules of representation,
• articles of association,
• consent to appointment of relevant company officers,
• foreign shareholder’s corporate registration and representation, where applicable,
• powers of attorney, where used.

Foreign documents should be reviewed before the incorporation procedure begins because requirements concerning translation, certification or legalisation may vary depending on the document and country of origin.

This is particularly relevant for an international group establishing a Polish subsidiary through an existing foreign company.

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Is a Polish shareholder or director required?

For a standard foreign-owned sp. z o.o., the key question is not usually whether a Polish business partner must participate, but whether the selected corporate structure complies with Polish company law and can function effectively in practice.

A foreign investor should therefore distinguish between:

• ownership of shares,
• membership of the management board,
• the authority to represent the company,
• and immigration or work-related requirements applicable to particular individuals.

These are separate legal issues.

In practical terms, foreign-managed companies should also consider how documents will be signed, how official correspondence will be received and who will be responsible for statutory filings in Poland.

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How much share capital is required to establish a company in Poland?

The minimum share capital of a Polish limited liability company is PLN 5,000. The nominal value of an individual share cannot be lower than PLN 50.

Share capital should not be confused with incorporation costs.

It constitutes capital of the company, whereas the incorporation process may separately involve:

• court or registration charges,
• notarial costs,
• translations,
• document authentication,
• professional advisory costs,
• electronic signature arrangements,
• other administrative expenses.

Consequently, there is no single universal amount representing the total cost of company incorporation in Poland.

The final cost depends on the legal form, registration route and complexity of the ownership structure.

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How long does company incorporation in Poland take?

There is no single registration period that applies to every foreign-owned company. The actual timeline depends on the method of incorporation, completeness of the documents, ownership structure and whether additional foreign documentation is required.

Investors should distinguish between three stages:

1. preparing the company structure and incorporation documents,
2. obtaining registration in the National Court Register,
3. making the company operational after registration.

The third stage is easy to underestimate.

A company may already exist legally but still need to complete beneficial ownership reporting, tax formalities, VAT registration where required, accounting setup, banking arrangements and employment-related processes.

For that reason, the date of KRS registration should not automatically be treated as the date on which every planned business process can begin.

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What happens after the company is registered in the National Court Register (KRS)?

Registration in the National Court Register creates the legal entity, but a new company must still complete a number of administrative and compliance steps.

NIP and supplementary tax information

Entities registered with the KRS receive their Polish tax identification number (NIP) through the integrated registration process.

However, supplementary information must be provided to the tax authorities using NIP-8. The Ministry of Finance identifies, among other things, bank accounts, places of business, information on the entity keeping the accounting records and the location of those records as supplementary data.

According to the Ministry of Finance, a KRS-registered taxpayer generally submits supplementary identification data within 21 days of entry in the KRS, unless another applicable tax rule requires an earlier submission.

Central Register of Beneficial Owners – CRBR

A newly registered company covered by the relevant rules must identify and report its beneficial owners to the Central Register of Beneficial Owners (CRBR).

For companies entered in the KRS after 10 November 2022, the Ministry of Finance states that information must be reported within 14 days from registration in the KRS. Changes to reported information are also subject to a 14-day reporting period.

For international ownership structures, identifying the beneficial owner may require analysing several levels of corporate ownership rather than merely reporting the direct shareholder.

The CRBR notification itself is electronic and free of charge.

e-Deliveries

Electronic deliveries (e-Doręczenia) are another element that should now be incorporated into the registration process.

Companies registering in the KRS from 1 January 2025 provide the data required for an e-Deliveries address as part of registration. Companies entered in the KRS are subject to the e-Deliveries framework.

For a foreign management board, this is not merely a technical issue. Responsibility should be assigned internally for monitoring official electronic correspondence received by the Polish entity.

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Does a company incorporated in Poland have to register for VAT?

Company incorporation and VAT registration are separate procedures. A company does not become an active VAT taxpayer simply because it has been entered in the KRS.

Whether VAT registration is required depends on the company’s activities and the applicable exemption and registration rules.

The standard Polish VAT rate is 23%, with reduced rates applying to specified transactions.

According to the Ministry of Finance, VAT registration may be compulsory where the statutory exemption threshold is exceeded and also for certain transactions irrespective of turnover. A business may also waive an available exemption and register voluntarily.

Foreign investors planning cross-border sales should therefore analyse VAT before the first transactions take place, rather than treating it as a post-incorporation administrative formality.

Depending on the activities, additional issues may include intra-EU transactions, VAT-EU registration or Polish VAT reporting requirements.

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What corporate income tax applies to a Polish company?

A Polish limited liability company is generally a taxpayer of Polish corporate income tax (CIT).

The basic CIT rates are:

• 19% – standard rate,
• 9% – reduced rate available to qualifying taxpayers and qualifying income, subject to statutory requirements.

The 9% rate should not be assumed to apply automatically to every new company. Eligibility depends on conditions set out in the CIT rules, and specific restrictions may exclude its application in certain circumstances.

A company with its registered office or place of management in Poland is generally subject to Polish CIT on its worldwide income under the Polish rules.

For companies belonging to international groups, the analysis may also need to cover:

• withholding tax,
• double taxation treaties,
• transfer pricing,
• intercompany services,
• financing arrangements,
• dividend distributions.

These issues should be considered when designing the operating model, not only when the first tax return becomes due.

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What accounting obligations apply after company incorporation in Poland?

A Polish limited liability company must maintain accounting records in accordance with Polish accounting requirements.

The Ministry of Finance confirms that CIT taxpayers are required to keep accounts in a manner allowing them to determine income or loss, the tax base and corporate income tax due, with the accounting records maintained in accordance with the Accounting Act.

For a foreign-owned company, accounting setup should therefore be prepared alongside incorporation.

This is particularly important where the Polish company must also report financial information to an overseas parent company.

The group may need to reconcile:

• Polish statutory accounting,
• group reporting policies,
• reporting calendars,
• foreign accounting standards,
• intercompany balances,
• management reporting requirements.

A company can outsource bookkeeping, but outsourcing does not eliminate the need for management to ensure that statutory obligations are fulfilled.

Foreign investors that require ongoing support after registration can register a company in Poland with getsix® and combine the incorporation process with accounting, tax and payroll support for the new Polish entity.

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Company incorporation or branch in Poland – what is the difference?

A Polish subsidiary and a branch of a foreign company are not the same structure. A subsidiary, such as a sp. z o.o., is a separate Polish legal entity. A branch operates as part of the foreign entrepreneur rather than as a separate company.

This distinction can influence:

• liability,
• contracting,
• accounting,
• taxation,
• corporate governance,
• reporting to the parent company.

The Commercial Companies Code expressly provides that foreign limited liability companies may establish branches or representative offices in Poland, while the detailed conditions are governed by separate legislation.

The choice should therefore reflect the actual purpose of the Polish presence rather than being based solely on which structure appears easier to register.

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What should a foreign investor decide before company incorporation in Poland?

Several decisions made before registration have consequences long after the KRS application has been approved. A broader Polish market entry usually requires these corporate decisions to be considered together with tax, accounting, employment and operational planning.

Ownership structure

Determine whether the Polish company will be held directly by individual investors or by another group entity.

In more complex international structures, the ownership chain also affects beneficial ownership analysis for CRBR purposes.

Management and representation

Decide who will sit on the management board and who will be authorised to sign documents and contracts.

A structure that works legally must also work operationally when signatures, banking, tax filings or communication with Polish institutions are required.

Business activities

The intended business model should be defined before incorporation.

A company that will only provide services to its foreign parent has different practical needs from an entity hiring a local workforce, holding inventory or selling directly to Polish customers.

Intercompany transactions

International groups should determine how transactions between the Polish entity and related companies will be structured.

Transfer pricing, service agreements, financing and allocation of responsibilities should not be left until after the company starts invoicing.

Accounting and payroll

Accounting procedures should be established from the beginning of operations.

Where employees will be hired in Poland, payroll and employer obligations should also be included in the implementation plan.

VAT and tax registrations

The company should assess its VAT position before commencing taxable transactions.

This is particularly important where the company will conduct international trade or transactions within the European Union.

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Can a foreign company establish a subsidiary in Poland?

Yes. A foreign corporate entity can participate in the ownership structure of a Polish company, subject to the applicable Polish corporate rules and requirements relating to the foreign shareholder’s documentation and representation.

In practice, the incorporation process should establish:

• the foreign company’s legal existence,
• who can represent it,
• who is authorised to approve the investment,
• who ultimately controls the ownership structure,
• what documents must be used in Poland.

This is one of the reasons why an incorporation involving a foreign corporate shareholder may require more preparation than an otherwise comparable company formed by individual shareholders.

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Can a Polish company be managed from abroad?

Corporate ownership and the physical location of individual shareholders are separate matters, but management from abroad requires additional practical consideration.

The company must still be able to meet Polish requirements concerning representation, statutory filings, accounting records, tax obligations and official correspondence.

Foreign management should also consider the tax consequences of where strategic decisions are actually made.

Where a Polish company forms part of an international group, the governance model should therefore define which decisions are made by the Polish management board and which decisions remain at parent-company level.

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Frequently asked questions about company incorporation in Poland

Can a foreigner own a company in Poland?

Yes. Foreign investors can establish and own Polish companies. The forms available and additional requirements may depend on the investor’s legal status and nationality, especially where individual business activity rather than a capital company is concerned.

What is the minimum capital for a company in Poland?

For a Polish limited liability company (sp. z o.o.), minimum share capital is PLN 5,000. The minimum nominal value of one share is PLN 50.

Can I incorporate a company in Poland online?

The National Court Register (KRS) registration is electronic and takes place through S24 or the Court Registers Portal. Whether a foreign investor can complete the entire process remotely depends on the incorporation route, required documents and available electronic signatures.

Is company incorporation in Poland the same as VAT registration?

No. The National Court Register (KRS) registration establishes the company, while VAT registration is a separate tax procedure. Whether VAT registration is required depends on the company’s activities and the applicable Polish VAT rules.

Does a Polish company need to report its beneficial owner?

Companies covered by the Central Register of Beneficial Owners (CRBR) rules must report their beneficial owners. For companies entered in the National Court Register (KRS) after 10 November 2022, the general reporting deadline is 14 days from registration.

Does registering a company in Poland automatically give a foreign owner the right to live in Poland?

No. Company ownership and immigration or residence rights are separate matters. A foreign investor planning to relocate to Poland should therefore assess the relevant residence and work requirements independently of the company incorporation process.

Does a Polish limited liability company need accounting?

Yes. A Polish sp. z o.o. is subject to accounting and financial reporting requirements. CIT taxpayers must maintain accounting records in accordance with the applicable Polish accounting rules.

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