Company Incorporation Guide

Company registration in Poland from abroad

Applicable country/region: PL - Poland

Published: September 19, 2026Updated: September 26, 2026

Written by our advisory team
Poland rules and requirements
Checked against official sources

Guide overview

What to settle before the articles are signed

Company registration in Poland comes down to a Polish limited liability company, the sp. z o.o., entered in the National Court Register (Krajowy Rejestr Sądowy, KRS). The form sits under the Commercial Companies Code (Kodeks spółek handlowych), and every KRS application is filed online. The founders first decide who holds the shares: one person, several people or a parent company. Next they choose between the S24 template and a notarial deed for the articles of association. The articles state the name, seat, business activities and share capital, and the founders agree how that capital is paid in. The process then turns to identity checks, signatures, and what the company owes and files once registered.

COMPANY TYPES

Which form fits, and who should hold the shares

Both the owners and the legal form affect a company's running costs. Next to the spółka akcyjna (S.A.), a joint stock company, the spółka z ograniczoną odpowiedzialnością (sp. z o.o.), a limited liability company, carries less machinery. Even a private S.A. needs a supervisory board and audited accounts. It is formed only by notarial deed, with a far higher minimum capital. Opening a company with one individual as sole shareholder has a catch: the Social Insurance Institution (Zakład Ubezpieczeń Społecznych, ZUS) treats that person as running a business. ZUS social or at least health insurance is due even if the company pays no salary and earns nothing. A parent company as sole shareholder triggers nothing.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Poland SP.ZO.O. Basic Information

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Poland SP.ZO.O. Shareholder / Director / Secretary Requirements

Requirements For Shareholders:

At least one shareholder. Although having only one shareholder is allowed, it is not recommended: an individual who holds all the shares is compulsorily insured with ZUS (social insurance, or at least health insurance), whatever the company's revenue or salary. Moreover, in practice, an sp. z o.o. cannot be formed with a limited liability company as its sole shareholder, but the shares can be transferred to that company after incorporation, and it then becomes the sole shareholder.

Requirements For Directors:

At least one

Legal Representative Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Poland SP.ZO.O. Registered Capital Requirement

Minimum Registered Capital Requirement:

1. 5,000 Zloty.

Capital Injection Not Required:

Negative

Capital Injection Requirement:

1. Notarial route: the share capital is paid in full before registration (KSH art. 163). S24: cash only, paid within 7 days after the KRS entry (KSH art. 158 § 1¹);
2. If the registered capital is small (e.g. 5,000 PLN), it can be paid in cash (the company director signs a declaration to prove that the cash has been received).

Poland SP.ZO.O. Memo

Memo:

It is recommended to register two shareholders for the Polish company, because an individual who holds all the shares is compulsorily insured with ZUS (social insurance, or at least health insurance), whatever the company's revenue or salary.

REQUIRED DOCUMENTS

Why every owner has to be identified

Notaries, formation firms, address providers and banks are obliged institutions under the Polish Act of 1 March 2018 on counteracting money laundering and terrorist financing. The act implements Directive (EU) 2015/849, and each is required to identify the customer and its beneficial owners. Through a parent company, the check reaches the people who own or control it, and the parent proves it exists and who acts for it. After registering a company in Poland, the company reports its beneficial owners to the Central Register of Beneficial Owners (Centralny Rejestr Beneficjentów Rzeczywistych, CRBR). It has 14 working days from its entry in the company register, and only its representatives may file, never a proxy.

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Passport:

Shareholder and director passport front page scans;

Process: Not ApplicableFormat: Scan Copy

Proof of Address:

Must be dated within the last 3 months

Process: Not ApplicableFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Proof Of Registration / Business License:

The business license of the holding company; needs to be notarized in English and apostilled.

Process: ApostilleFormat: Scan Copy

Company Bylaw:

The company's articles of association; require English notarization + Apostille.

Process: ApostilleFormat: Scan Copy

Passport:

Scanned copy of the passport's main page of the legal person of the holding company, as well as shareholders holding more than 25% of the shares;

Process: Not ApplicableFormat: Scan Copy

REQUIREMENTS AND ESTIMATED COST

Signing and the address in company registration in Poland

The e-signature row belongs to the online S24 route. Every signer there, including anyone acting for a parent company, needs a qualified electronic signature, a trusted profile (profil zaufany) or a personal e-ID signature. A PESEL number is necessary for a trusted profile, so founders without one use a qualified electronic signature. On the notarial route, founders sign in person or by proxy, under a power of attorney in the same form as the articles. No statute requires the founders themselves to be in Poland on either route. The articles name only the seat, meaning the town, and the KRS records the registered office address, which can change within that town.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Service Fee:

EUR 1,450

Requirements

Other Services: Natural person shareholders, natural person directors, and natural person directors of legal entity shareholders need to obtain a Polish electronic signature (E-Signature).

All natural person shareholders, natural person directors of Polish companies, and natural person directors of legal entity shareholders need to obtain a Polish electronic signature (E-Signature) in order to open a company in Poland.

Included: No · Solution availableEstimated Cost: EUR 350

Registered Address: You need a Polish address

To register a company in Poland, a Polish address is required. If you don't have a Polish address, you can choose the address hosting service provided by TKEG Expat™ (DE).

Included: No · Solution availableEstimated Cost: EUR 775

Company Incorporation: Incorporation with corporate shareholders requires additional fee

Incorporation with corporate shareholders requires additional fee

Included: No · Solution availableEstimated Cost: EUR 350

Estimated Cost

Estimated Cost:

EUR 1,450 – 2,925

Check Eligibility And Calculate Price

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TAX

Which taxes a new company meets first

Signing the articles triggers the first Polish tax, the civil-law transactions tax (podatek od czynności cywilnoprawnych, PCC). A notary collects it on a notarial deed; on S24 the company files a PCC-3 and pays within 14 days of signing. A reduced 9% rate of corporate income tax covers income other than capital gains, with conditions, while tax-year revenue stays within the equivalent of EUR 2,000,000. VAT registration, unless the company is VAT-exempt, is a separate step before any taxable activity. Dividends, interest and royalties paid abroad are taxed at source. A treaty rate needs a certificate of tax residence, and dividends to a parent in another EU member state may fall under the EU parent-subsidiary rules.

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

PwC World Tax Summary OECD Statistics

Corporate Income Tax (CIT)

General CIT Rate:

CIT Return Due Date:

Three months after the end of the tax year.

CIT Payment Due Date:

Three months after the end of the tax year.

CIT Estimated Payment Due Date:

Monthly installments are to be paid off by the 20th of the following month.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):

19/NA/NA

Non-Resident Withholding Tax (Dividend/Interest/Royalty):

19/20/20

Value-Added Tax (VAT)

General VAT Rate:

Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:

Capital gains are constrained by the normal corporate income tax rate.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:

15%

Composite Effective Marginal Tax Rate:

-9.47%

Conclusion

What keeps running after the KRS entry

Company incorporation ends with the KRS entry: the company in organisation becomes an sp. z o.o. with legal personality. Its tax identification number (NIP) and statistical number (REGON) follow automatically, but it still files an NIP-8 with the tax office within 21 days of the entry. Letters from public administration, ZUS included, go to its e-Delivery address (e-Doręczenia), set up at registration. Each year, Polish limited liability companies file approved financial statements with the KRS. A corporate bank account is not part of company formation: the bank runs its own checks on the owners. For a business in Poland run from abroad, the next step is naming who reads the e-Delivery inbox and keeps the filing calendar.

Poland

Jurisdiction Overview

About Poland

Poland is Central Europe’s largest economy and a top EU destination for foreign investment, offering a skilled workforce of 38 million, competitive costs, and strong manufacturing and IT services sectors.

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