Aneta Majchrowicz-Bączyk
Partner / Attorney at law (PL)
Head of getsix Tax & Legal
The most widely used company form for foreign investors in Poland — how it is structured, formed, governed and taxed.
A limited liability company, in Polish the spółka z ograniczoną odpowiedzialnością (sp. z o.o.), is Poland’s private limited company — the direct equivalent of a British Ltd. It is the default vehicle for groups establishing a subsidiary in Poland. This page explains what the form is, how it is set up and registered, and the obligations that follow.
What is a limited liability company in Poland?
A limited liability company in Poland is a company with its own legal personality, separate from the people who own it. It is governed by the Polish Commercial Companies Code and can be formed for any lawful purpose, hold assets, enter into contracts and act in its own name. It is by a wide margin the most common structure chosen by foreign investors building a presence in Poland.
For a UK reader, the closest familiar form is a private limited company (Ltd): both share separate legal personality and liability limited to the capital contributed. The comparison is useful but not exact — formation, taxation and reporting all follow Polish rules. Throughout this page the form is referred to as a Polish limited liability company, or simply a Ltd.
Who can set up a Polish Ltd?
A Polish limited liability company can be set up by one or more shareholders, who may be natural persons or legal entities of any nationality. There is no general residency requirement for shareholders or for members of the management board, and the company can be formed by proxy without the founders being present in Poland. The one statutory restriction is that a single-member Polish Ltd cannot be established solely by another single-member limited liability company.
Share capital and shares
The minimum share capital of a Polish Ltd is PLN 5,000, divided into shares with a minimum nominal value of PLN 50 each. Capital may be contributed in cash or in kind; in-kind contributions require additional documentation and cannot be made through the simplified online template. The full minimum capital must be covered before the company is registered. Share capital is not a state fee — it becomes the company’s own working capital once the company is formed.
How a Polish Ltd is formed and registered
The articles of association can be concluded in one of two ways, and the company is then entered into the National Court Register (KRS).
Notarial deed
The articles of association are signed before a Polish notary. This route allows tailored provisions — in-kind contributions, share preferences and bespoke governance — and is used where the structure is more than standard.
S24 online system
A standardised template is completed online, and registration is often finalised within about 24 hours. It is faster and cheaper, but limited to standard clauses and cash contributions.
On registration, the company acquires legal personality and its KRS number. A tax identification number (NIP) and a statistical number (REGON) follow. The company then registers for VAT where required, reports its beneficial owners to the Central Register of Beneficial Owners (CRBR), and comes within Poland’s national e-invoicing system (KSeF), which becomes mandatory during 2026.
Liability of shareholders and the management board
The defining feature of the form is that shareholders are not liable for the company’s debts with their private assets — their exposure is limited to the capital they have contributed. This is what makes the Polish Ltd attractive as a subsidiary or holding vehicle.
Management board is not fully shielded.
Under Article 299 of the Commercial Companies Code, if enforcement against the company proves ineffective, members of the management board can be held jointly and severally liable for the company’s obligations — unless they show, for example, that a bankruptcy petition was filed in time. Sound governance and timely filings are therefore part of managing a Polish company, not an optional extra.
Company bodies
A Polish Ltd operates through statutory bodies with defined roles.
We invite to contact us. We will be happy to answer your questions.
How a Polish Ltd is taxed
As a company with legal personality, a Polish Ltd is a corporate income tax (CIT) payer. The headline points matter to any investor comparing the form with a branch or a partnership.
- Standard CIT is 19%. A reduced 9% rate applies to small taxpayers and, in general, to companies in their first year, on income other than capital gains, where prior-year revenue does not exceed the PLN equivalent of EUR 2 million and the statutory conditions are met.
- Dividends are taxed again at the shareholder level, usually at 19%. This second layer — the characteristic “double taxation” of corporate forms — can often be reduced under a double tax treaty or the EU parent-subsidiary rules.
- The Estonian CIT regime (lump-sum taxation of company income) is available to companies that meet the conditions, deferring tax until profits are distributed.
- Most companies are also VAT payers; the standard VAT rate in Poland is 23%.
The exact 9% thresholds are converted from EUR 2 million into złoty each year, so the precise złoty figure changes annually. The company’s own facts determine whether the reduced rate and the Estonian CIT regime can be used.
Accounting and reporting obligations
A Polish Ltd must keep full, double-entry accounting records under the Polish Accounting Act. This applies regardless of the company’s size and regardless of whether its shareholders are Polish or foreign — a point that often surprises investors used to simplified regimes for small entities elsewhere. Each year the company prepares annual financial statements, which the shareholders approve and which are then filed electronically with the KRS. Companies that exceed the statutory size thresholds are additionally subject to a statutory audit. These obligations begin in the company’s first financial year.
Frequently asked questions
How do you set up a limited liability company in Poland?
You determine the shareholders, the share capital, the rules of representation and the composition of the management board, prepare the articles of association — before a notary or via the S24 template — and then register the company with the National Court Register (KRS). After registration, the company obtains its NIP and REGON, registers for VAT where required and reports its beneficial owners to the CRBR.
What documents are required to set up a limited liability company in Poland?
Primarily information on the shareholders, the management board, the registered office, the planned business activity, the share capital and the rules of representation. The articles of association and the documents needed for KRS registration must also be prepared. The exact set depends on the ownership structure and on whether formation is online or notarial.
How long does it take to set up a limited liability company in Poland?
From a few days to a few weeks, depending on the method, whether the documentation is complete and how long the registration court takes. Online S24 registration with correct documents can be completed in about 24 hours, while a notarial deed and more complex structures take longer.
How much does it cost to set up a limited liability company in Poland?
The cost depends on the incorporation method, the form of the articles of association, the ownership structure and the documentation required. It typically includes notarial or S24 fees, court and announcement fees, and tax on civil-law transactions charged on the share capital. Foreign investors may also incur translation and representation costs.
How do you register a limited liability company with the KRS in Poland?
You first prepare the articles of association and the documentation concerning the shareholders, the management board, the registered office and the rules of representation. An application for registration is then submitted to the National Court Register. Once the entry is made, the company acquires legal personality.
Does a limited liability company in Poland have to keep full accounting records?
Yes. A Polish Ltd is required to maintain full, double-entry accounting books under the Polish Accounting Act, including companies owned by foreign shareholders. This covers the systematic recording of transactions, the required accounting books and the relevant settlements and financial statements.
How much does accounting for a limited liability company cost in Poland?
There is no single fixed price. The cost depends mainly on the number of documents and transactions, the number of bank accounts, the scope of tax settlements, the number of employees and the reporting requirements. International transactions and reporting to a parent company increase the scope of work.
How do you choose an accounting firm for a limited liability company in Poland?
Consider the firm’s experience with limited liability companies, the scope of services, the document-transfer and reporting arrangements and its understanding of the client’s business. Data security and efficient communication matter too. For foreign-owned companies, experience with international groups and multilingual reporting is an additional criterion.
