Company registration in Poland

A foreign founder can set up a Polish sp. z o.o. without holding a Polish residence permit. The Act on the participation of foreign entrepreneurs allows foreigners with no special status to do business in Poland through a spółka z o.o., prosta spółka akcyjna, spółka akcyjna, spółka komandytowa or komandytowo-akcyjna, and to buy shares in such companies (Art. 4(3)). The sp. z o.o. is the usual choice: minimum share capital of PLN 5,000 and no personal liability of shareholders for company debts. The company comes into existence on the date of its entry in the KRS register of entrepreneurs.

Key facts about the sp. z o.o.

Figures in the table are official fees, taxes and statutory requirements as of October 2026. Our fees are separate. Since 29 November 2025 KRS entries are no longer published in Monitor Sądowy i Gospodarczy (Act of 26 September 2025, Journal of Laws 2025 item 1556), so there is no separate publication fee for the registration.

How company registration in Poland works

1. Structure. We confirm the shareholders, the board members, the ultimate beneficial owners and the PKD activity codes. These drive the articles, the document list and the later registrations.
2. Address. We agree the town for the articles and the full address for the KRS. Letters from the tax office, the court and counterparties go there, so we choose premises where mail is actually received.
3. Shareholder documents. Individuals need a passport. A corporate shareholder needs a recent extract from its home register. Registration proceedings are conducted in Polish, so foreign documents are translated by a sworn translator (tłumacz przysięgły). See below on apostilles for Ukrainian documents.
4. Articles. We either complete the S24 template or draft a notarial deed tailored to your structure. The two routes are compared in the table below.
5. Capital and PCC-3. Shareholders pay in contributions covering the whole share capital (Art. 163 KSH). In an S24 company the board may file its statement on paid-in contributions within 7 days after the entry (Art. 167 § 5 KSH). PCC is paid within 14 days of signing the articles.
6. KRS application. Register applications are filed electronically only: through the Portal Rejestrów Sądowych (PRS) for notarial companies and through S24 for S24 companies. All board members sign the application (Art. 164 KSH), or a professional attorney (adwokat or radca prawny) signs on their behalf. Attachments include the list of shareholders, the board statement on contributions and the board members' consents with addresses for service.
7. After the entry. NIP and REGON numbers are assigned automatically. Then come the CRBR filing within 14 days, form NIP-8 within 21 days (7 days if the company pays ZUS contributions), VAT registration (VAT-R) before the first taxable supply, and the bank account.

S24 or notary: which route

S24 works well when every shareholder and board member holds one of the accepted e-signatures. Profil Zaufany is linked to a PESEL number, so foreign founders without Polish identifiers more often use the notarial route. A power of attorney to sign notarial articles must take the same form as the articles themselves (Art. 99 of the Polish Civil Code), that is, notarial. It can be signed before a notary in your country of residence and filed with a translation.

Documents from Ukraine

The 1993 Ukraine–Poland agreement on legal assistance exempts official documents from legalisation (Art. 15), but a Polish authority or notary may still ask for an apostille, so we agree the requirements with the specific notary or court in advance. We obtain the Ukrainian register extract and its apostille in Ukraine: apostille on an extract from the Unified State Register. Civil status documents for a residence card, marriage or family reunification are covered on a separate page: documents from Ukraine for a residence card in Poland.

Company address in Poland

The articles of a sp. z o.o. name only the town (siedziba, Art. 157 § 1 KSH), and the full address goes into the KRS application (Art. 166 § 1 KSH). In practice, a move within the same town leaves the articles untouched, while a move to another town requires an amendment of the articles recorded by a notary (Art. 255 KSH).

• each board member gives an address for service; if it is outside the EU, an attorney for service in Poland must be named (Art. 19a(5a) of the KRS Act);
• the company address and the owner's home are separate matters: residence for immigration purposes is proven separately;
• we pick Warsaw, Kraków, Wrocław or another city to suit the business: staff, warehouse, bank and counterparties.

Management board: who can be a director

The Commercial Companies Code sets no nationality or residence requirement for board members. Art. 18 KSH requires full legal capacity and no conviction for the offences it lists. A new board member consents to the appointment and provides an address for service (Art. 19a(5) of the KRS Act). A board seat gives no right to live or work in Poland; that is handled separately.

Beneficial owners: CRBR

Within 14 days of the KRS entry the company reports its ultimate beneficial owners to the Central Register of Beneficial Owners (CRBR) and updates the data within 14 days of any change. The filing is made by a person authorised to represent the company and cannot be made under a power of attorney. Failure to file can lead to a fine of up to PLN 1 million (Polish Ministry of Finance), so we plan the board member's signature in advance.

Bank account

The bank opens an account under its own customer due diligence (KYC) and makes the decision. We prepare the corporate pack: KRS extract, articles, list of shareholders, CRBR confirmation, documents on beneficial owners, a description of the business and source of funds. Account opening times are set by the bank.

Corporate changes after registration

Changes of board, address, shareholders or articles must be filed with the KRS within 7 days of the event (Art. 22 of the KRS Act). The court fee for amending an entry is PLN 250, or PLN 200 for a change made with the S24 resolution template (Art. 55 of the Act on court fees). See change of director and address of a sp. z o.o. in Poland.

Buying an existing Polish company

Buying a sp. z o.o. means buying its shares. The transfer agreement is made in writing with notarised signatures (Art. 180 KSH), and the articles may require the company's consent (Art. 182 KSH). After closing, the company is notified of the transfer (Art. 187 KSH), the board files an updated list of shareholders with the KRS (Art. 188 § 3 KSH), and CRBR data is updated within 14 days. We keep no shelf companies in Poland. We review the specific company you have found or been offered: KRS entries, financial statements, tax arrears, CRBR, contracts and board powers.

Sp. z o.o., sole proprietorship or branch

• JDG (sole proprietorship in the CEIDG register). Since 5 March 2026 a Ukrainian citizen can register a JDG only with a PESEL number with UKR status, a CUKR card, permanent residence, EU long-term resident status or a Karta Polaka (biznes.gov.pl). Without such status, the companies listed above are available.
• Branch (oddział) of a non-EU entrepreneur: set up on a reciprocity basis, limited to the parent's own business activity, may start operating after its KRS entry (Arts. 14, 15 and 17 of the Act of 6 March 2018). For a Ukrainian parent company we check this option case by case.
• Subsidiary sp. z o.o.: a separate Polish legal entity with its own taxes and reporting, and the simplest structure for most market-entry projects.

Accounting and tax in brief

• corporate income tax 19%, reduced 9% rate for small taxpayers and in the first year of activity with revenue up to EUR 2 million; dividends taxed at 19% in Poland (Polish Ministry of Finance);
• a sp. z o.o. always keeps full accounting books (księgi rachunkowe);
• annual financial statements are prepared within 3 months of the year end, approved by the shareholders within 6 months and filed with the KRS within 15 days of approval; the CIT-8 return is due by the end of the third month of the following year (biznes.gov.pl).

Company and shareholder taxation, dividends and the double tax treaty with Ukraine are covered by the group's tax practice: company registration and tax in Poland on crystal.tax.

What we do in a Polish project

• structure review: shareholders, board, beneficial owners, PKD codes;
• route choice: S24 or notarial articles;
• documents from Ukraine: extracts, powers of attorney, apostilles, sworn translations;
• company address and board members' addresses for service;
• KRS application via PRS or S24, CRBR, NIP-8, VAT-R;
• corporate pack for the bank;
• corporate changes and due diligence on an existing company before purchase.

Other jurisdictions: company registration abroad, Czech Republic, Romania, United Kingdom.

Sources

• Commercial Companies Code (KSH), Journal of Laws 2024 item 18: Arts. 18, 154, 157, 163–167, 180–188, 201, 255
• Act on the National Court Register, Journal of Laws 2025 item 869: Arts. 19a, 22; Act of 26.09.2025 amending the KRS Act (end of MSiG publication)
• Act on court fees in civil cases, Journal of Laws 2025 item 1228: Arts. 52, 55
• Act on the participation of foreign entrepreneurs, Journal of Laws 2025 item 89: Arts. 4, 14–17
• biznes.gov.pl: setting up a sp. z o.o. in S24; biznes.gov.pl: registering a sp. z o.o. in the KRS
• biznes.gov.pl: business forms for foreigners; biznes.gov.pl: financial statements
• Polish Ministry of Finance: CRBR filing; Polish Ministry of Finance: CIT rates and limits

Checked on 9 October 2026.