How to Set Up a Company in Poland? Complete Guide (2025/2026)

Why Register a Company in Poland?

Registering a company in Poland in 2026 positions you to benefit from favorable tax regimes, sustained GDP growth (3–3.5%), a low-unemployment labor market (around 3%), and prime geographic and infrastructure advantages—all of which make Poland a standout choice for business setup. Poland remains one of the most compelling destinations for entrepreneurs and foreign investors. Ranked as the 6th-largest economy in the European Union, Poland combines attractive tax incentives, robust economic growth, a dynamic labor market, and a strategic central European location—making it an ideal environment for establishing and growing a business.

Key Tax Incentives in Poland

• Reduced Corporate Income Tax (CIT) – 9% for companies with annual revenue up to EUR 2 million.
• Estonian CIT model – a 0% tax rate on retained and reinvested profits, fostering long-term reinvestment.
• IP Box regime – only 5% tax on income derived from intellectual property rights.
• Research & Development (R&D) Tax Relief – enhanced deductions for eligible R&D expenditures.
• Special Economic Zones (SEZs) – tax exemptions on corporate and property tax for companies located in designated zones.

Economic Strength and Market Potential

• Strong GDP growth – Poland’s government projects GDP growth of 4% in 2025 and 3.5% in 2026
• Large consumer market – nearly 38 million inhabitants, placing Poland among the 5th largest consumer markets in the EU.
• Skilled and abundant workforce – approximately 15 million working-age employees supported by low unemployment and a well-developed education system.

Unemployment & Labor Market Outlook

• Forecasts suggest a stable unemployment rate at around 9% in 2025, rising slightly to 3.0% in 2026
• The labor market is further strengthened by the integration of over 1 million Ukrainian refugees, who continue to contribute significantly to Poland’s workforce and economic dynamism.

Strategic Location & Infrastructure

Poland enjoys a central European position with excellent connectivity:

• A growing network of motorways, 14 international airports, and the 3rd-largest rail network in the EU.
• A key hub for trade between Western and Eastern Europe, supported by EU integration and funding mechanisms.

Legal Forms of Doing Business in Poland

Polish commercial law offers a wide range of legal structures for conducting business ventures. Investors may choose from corporate entities, partnerships, non-corporate forms, and non-governmental organizations (NGOs). In theory, this includes entities such as a Limited Liability Company (Sp. z o.o.), Joint Stock Company (S.A.), Simple Joint Stock Company (P.S.A.), partnerships, representative offices, branches, and sole proprietorships.

In practice, however, foreign investors almost exclusively choose corporate forms that ensure separate legal personality and limited liability protection. Partnerships, which impose unlimited liability on partners, are rarely used by international businesses.

Location of Poland makes it perfect place to set up a business. Poland offers well developed infrastructure for your new business.

Statistical data clearly shows that foreign investors in Poland strongly favor three structures:

• Limited Liability Company (Sp. z o.o.) – approx. 95% of foreign investments 
• Joint Stock Company (S.A.) – approx. 3% of foreign investments 
• Branch of a foreign company – approx. 1% of foreign investments

Other legal forms, such as the Simple Joint Stock Company (P.S.A.), partnerships, representative offices, or sole proprietorships (JDG), are seldom chosen by international entrepreneurs.

Why LLCs, JSCs, and Branches Dominate Foreign Investment

The preference for these three entities is explained by their balance of legal security, operational efficiency, and compliance with Polish regulations.

• The LLC (Sp. z o.o.) is cost-effective, flexible, and easy to incorporate, making it the default option for most investors.
• The JSC (S.A.) is suitable for large-scale ventures requiring significant capital or access to public fundraising.
• The Branch allows a foreign company to operate in Poland without establishing a separate legal entity, while maintaining full control from abroad.

The Three Most Popular Company Structures in Detail

1. Limited Liability Company (LLC – Spółka z o.o.)

The Limited Liability Company (Sp. z o.o.) is the most widely used corporate form, chosen by nearly 95% of foreign investors in Poland. Its popularity results from:

• Efficient incorporation – online formation within 2–5 business days, or notarial formation within 1–2 months.
• Low capital requirement – minimum share capital of PLN 5,000.
• Limited shareholder liability – protection of personal assets.
• Flexible governance and scope of activities.
  Access to beneficial tax regimes, including the reduced 9% CIT rate and the Estonian CIT (0% tax on reinvested profits).

The LLC is the recommended legal form for most small and medium-sized enterprises, as well as international corporations seeking a reliable and scalable structure for business operations in Poland.

2. Joint Stock Company (JSC – Spółka Akcyjna)

A Joint Stock Company (S.A.) represents around 3% of foreign-owned businesses in Poland. This form is generally selected by companies with significant capital requirements, or those intending to raise funds from the public.

Key characteristics include:

• High minimum share capital – PLN 100,000.
• Stricter governance framework – mandatory Supervisory Board and notarial resolutions.
• Eligibility for public listing – a JSC may issue shares and access capital markets.
• Preferred for regulated industries such as banking, insurance, and large-scale infrastructure projects.

Although less common, the JSC remains essential for investors planning large, complex, or highly regulated ventures.

3. Branch of a Foreign Company

Branches represent only about 1% of foreign market entries in Poland. Unlike subsidiaries, a branch is not a separate legal entity but rather an extension of the parent company.

Important features of a branch include:

• Restricted business scope – activities must match the scope of the parent company.
• Full liability of the parent entity – the branch has no independent legal personality.
• Reciprocity principle – branches may only be established if permitted under reciprocity agreements between Poland and the home country.
• Suitable for market entry testing or for industries where leveraging existing foreign licenses is more practical than establishing a new Polish subsidiary.

Step-by-Step Guide: How to Register a Company in Poland?

This guide focuses exclusively on the Limited Liability Company (LLC – spółka z ograniczoną odpowiedzialnością / Sp. z o.o.), which is chosen by approximately 95% of foreign investors. It is the most practical, flexible, and widely used form of doing business in Poland.

The registration process can be completed either online via the S24 system or through a traditional notarial deed. Below we present the key stages of online / remote LLC incorporation in Poland:

1. Obtain an Electronic Signature or Trusted Profile (ePUAP)

To register a company online, the shareholders and directors must have either:

• a qualified electronic signature compliant with EU standards, or
• a Polish Trusted Profile (ePUAP).

This step is essential, as all incorporation documents in the S24 system must be signed electronically.

2. Set Up an Account in the S24 System

The Polish Ministry of Justice provides the S24 online platform for company registration. After obtaining an electronic signature or ePUAP, each shareholder or director must create an account in this system to access the digital incorporation process.

3. Prepare the Constitutional Documents

The most important incorporation document is the Articles of Association (AoA) of the company, which defines:

• the company name and registered office,
• the scope of business activity (PKD codes),
• the amount of share capital (minimum PLN 5,000),
• the number and nominal value of shares,
• details of shareholders and their contributions,
• the management board structure.

In the S24 system, the Articles of Association are generated using a standard template. For more tailored provisions, incorporation via notarial deed is required.

4. Signing the Constitutional Documents

Once the Articles of Association and related documents are prepared, they must be electronically signed by all shareholders (using either an ePUAP profile or a qualified e-signature).

5. Registration Application in the National Court Register (KRS)

After signing, the registration application is submitted electronically to the National Court Register (Krajowy Rejestr Sądowy – KRS).

• Online registration usually takes 1–3 working days.
• If using the notarial procedure, the timeframe may extend to several weeks.

Upon registration, the company obtains its KRS number, which confirms its legal existence.

6. Reporting the Ultimate Beneficial Owner (UBO)

Every newly registered company must file information about its Ultimate Beneficial Owner (UBO) with the Central Register of Beneficial Owners (CRBR) within 7 days of incorporation.

• This filing identifies the individuals who ultimately control or benefit from the company.
• Reporting is mandatory and non-compliance may result in significant penalties.

How Long Does It Take to Register a Company in Poland?

One of the most common questions asked by foreign investors is: “How much time do I need to register a company in Poland?” The process is relatively efficient compared to other EU jurisdictions, especially if completed online through the S24 system.

In practice, the timeline is as follows:

• Preparation of documents – Allow a few days to gather the required paperwork, prepare translations (if necessary), and finalize the Articles of Association.
• Digital setup in S24 – Creating an account and signing the documents electronically usually takes 1–3 working days.
• Entry into the National Court Register (KRS) – Once the registration application is submitted, the court typically registers the company within 2–3 business days.

The entire registration process for a Limited Liability Company (Sp. z o.o.) in Poland can usually be completed in under one week, provided that shareholders have their electronic signatures (or ePUAP profiles) ready.

What Documents Do I Need to Register a Company in Poland?

When setting up a company in Poland, the required documents depend on whether the shareholder is a natural person or a legal entity. Preparing these in advance helps to ensure a smooth and timely company formation process.

1. For Individual (Natural Person) Shareholders

• Valid passport or national ID card – a clear, scanned copy is required for each shareholder and director.
• Electronic signature or ePUAP profile – necessary for signing incorporation documents online in the S24 system.

2. For Corporate (Legal Entity) Shareholders

• Certificate of incorporation / company excerpt – issued by the relevant business registry in the home country, confirming the existence of the foreign company.
• Apostille or full legalization – required to validate the company excerpt for use in Poland.

3. Identification of Beneficial Owners

• Details of the Ultimate Beneficial Owner (UBO) – including personal identification data, to be reported in the Central Register of Beneficial Owners (CRBR) within 7 days of incorporation.

Costs of Registering a Company in Poland

The overall cost of registering a Limited Liability Company (Sp. z o.o.) in Poland depends on the method of incorporation (online via the S24 system or through a notarial deed) and whether professional assistance is used. Below is a breakdown of the typical company registration fees and expenses:

1. State and Court Fees

• S24 online registration – PLN 350 official registration fee – (including PLN 250 court fee for entry into the Company Register (KRS) and PLN 100 for publication in the Court and Economic Monitor).
  Notarial registration – PLN 600 in court fees (PLN 500 for the KRS entry and PLN 100 for publication).

2. Notary Fees (not applicable to remote registration via S24 system)

• When incorporating a company through a notarial deed, notary fees depend on the company’s share capital and the notary’s tariff.
• For the minimum share capital of PLN 5,000, fees usually start at around PLN 1,000–1,500, plus 23% VAT.
• Higher share capital results in proportionally higher fees.

3. Legal and Advisory Fees (Optional)

• Many foreign investors engage a Law Firm in Poland to provide legal services of investment navigation, incorporation, translations, and filings.
  Costs vary but typically range from EUR 1,000 to EUR 4,500, depending on the scope of services (drafting Articles of Association, Company Agreement, preparing filings, UBO reporting, and advisory).

4. Additional Costs

• Apostille or legalization of foreign documents – fees depend on the home jurisdiction.
• Translations (if needed) – while not always required, some documents may need to be translated into Polish by a certified translator, typically costing around PLN 50–100 per page.

Post-Registration Obligations for Companies in Poland

Registering a Limited Liability Company (Sp. z o.o.) in Poland is only the first step. Once the company is entered into the Polish Company Register (KRS), several post-registration obligations must be fulfilled to ensure full legal and tax compliance.

1. Obtaining a Tax Identification Number (NIP)

• Every Polish company is automatically assigned a REGON number (statistical number) and a NIP (tax identification number) after KRS registration.
• In practice, companies often need to submit additional information (NIP-8 form) to the competent tax office within 21 days of registration.

2. VAT Registration (If Applicable)

• Companies intending to conduct activities subject to Value Added Tax (VAT) must file a VAT-R form with the tax office.
• Standard VAT registration typically takes 7–14 days, though in some cases verification by the tax authority may extend this period.
• Not all companies need VAT registration from the outset — it depends on the business activity and annual turnover.

3. Opening a Bank Account

• A Polish bank account is essential for managing company finances, paying taxes, and handling payroll.
• Most banks require the presence of directors/shareholders for identity verification, though some institutions allow remote onboarding through legal representatives.

4. Accounting and Bookkeeping

• All LLCs in Poland must maintain full accounting in accordance with the Polish Accounting Act, regardless of revenue.
• Companies must also file annual financial statements with the National Court Register (KRS).
• Many foreign investors outsource bookkeeping and payroll to professional accounting firms to ensure compliance with local regulations.

5. Reporting to the Central Register of Beneficial Owners (CRBR)

• Within 7 days of incorporation, every company must submit information on its Ultimate Beneficial Owners (UBOs) to the CRBR.
• Updates are required whenever the ownership structure changes.

Frequently Asked Questions (FAQ) – Company Registration in Poland

1. Can a foreigner register a company in Poland?

Yes. Foreign entity from the EU, EEA, and OECD countries may register and operate a company in Poland under the same rules as Polish citizens. Investors from other countries may also establish companies, but in some cases, additional conditions apply.

2. Do I need to visit Poland in person to set up a company?

Not necessarily. Thanks to the S24 online registration system, a company can be incorporated remotely if shareholders and directors hold a qualified electronic signature or ePUAP Trusted Profile. Otherwise, company incorporation can be completed through a power of attorney granted to a local representative.

3. How much share capital is required to open an LLC in Poland?

The minimum share capital for a Limited Liability Company (Sp. z o.o.) is PLN 5,000 (approximately EUR 1,100). The minimum nominal value of one share is PLN 50.

4. What are the corporate tax rates in Poland?

• 9% CIT – for companies with annual revenue up to EUR 2 million.
• 19% CIT – for companies exceeding this threshold.
• 0% CIT (Estonian model) – applies to retained and reinvested profits, subject to eligibility.

5. How long does it take to register a company in Poland?

In total, the process can often be completed in under one week.

• Document preparation: a few days.
• S24 system registration: 1–3 working days.
• KRS entry: usually 2–3 working days after submission.

6. Can a foreigner be the sole shareholder of a Polish company?

Yes. A Polish LLC may have a single foreign shareholder, whether an individual or a legal entity. However, one Polish LLC cannot be the sole shareholder of another Polish single-member LLC.

7. Is accounting mandatory for Polish companies?

Yes. Polish law requires that every company in Poland maintains full accounting in accordance with the Polish Accounting Act, regardless of turnover. Annual financial statements must also be filed with the National Court Register (KRS).

8. What is the difference between an LLC, a JSC, and a Branch?

• LLC (Sp. z o.o.) – the most popular form (95% of foreign investors), offering limited liability, low capital requirements, and quick company establishment.
• JSC (S.A.) – suitable for large-scale projects, capital-intensive ventures, and companies seeking stock exchange listing.
• Branch – an extension of a foreign parent company, without separate legal personality.

9. What are available legal forms of business in Poland?

Here’s the full list of legal forms of business available in Poland:

• sole proprietorship (individual business activity)
• civil law partnership
• general partnership
• professional partnership
• limited liability partnership (limited partnership)
• limited joint stock partnership
• private limited liability company
• public limited company (joint-stock company)
• simple joint stock company

10. Is there a company formation tax in Poland?

Yes — in Poland, there is a company formation tax, known as the civil law transactions tax (PCC). The rate is 0.5% for the execution of articles of association (e.g., when forming a company). Payment of the tax is due during the company incorporation process.

11. Can the company address be in a virtual office?

Yes, companies’ registered offices can be located under virtual addresses. However for tax purposes the company shall have proper substance to be taxed in Poland.

12. Can foreigners serve as management board members of Polish companies?

Yes, as a part of the company registration process foreigners can be appointed as management board members of Polish companies.

Sources:

This article was drafted based on the following materials:

1. Company Registration in Poland – Guide
2. Company Registration in Poland – Step by Step Guide
3. Lexology – 2025 Company Guide
4. Wikipedia – LLC
5. Corporate Legislation – KSH (Kodeks Spółek Handlowych)