How to Set Up a Company in Poland as a Foreigner: Step-by-Step Guide

A foreign company can set up a company in Poland and own 100% of its shares. Most foreign investors choose a limited liability company (sp. z o.o.), which needs a minimum share capital of PLN 5,000 and can be registered online in the National Court Register (KRS). Registration via the S24 system can take one day, but the whole process, from preparing documents to opening a bank account, usually takes several weeks.

Can a foreign company set up a company in Poland?

Yes. A foreign company or a foreign individual can set up a Polish limited liability company and hold all of its shares. Polish law does not require a Polish co-shareholder or a Polish board member. Investors from outside the EU, the EEA and Switzerland can also use the limited liability company, which is the form most foreign groups pick for a subsidiary.

There are a few situations that need extra steps. If the Polish company will own real estate in Poland, a foreign shareholder may need a permit from the Minister of the Interior to acquire or take up its shares. The KRS application itself asks whether the company is a “foreigner” under the Act on the acquisition of real estate by foreigners and whether it owns Polish real estate. Investments in some strategic sectors may also need clearance from the competition authority (UOKiK). If neither applies to you, ownership by a foreign parent company is treated the same way as Polish ownership.

Which legal form should a foreign investor choose?

For most foreign companies, the best option is a Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.). It has its own legal personality, limits the shareholders’ liability and is well known to Polish banks, clients and authorities. A branch office is an alternative when the parent wants to run business in Poland without creating a separate company.

What is a Polish limited liability company (sp. z o.o.)?

A Polish limited liability company is a capital company owned by one or more shareholders, with a minimum share capital of PLN 5,000 and shares with a minimum nominal value of PLN 50. These amounts come from art. 154 of the Commercial Companies Code. The company is managed by a management board, which must consist of natural persons with full legal capacity. The law does not require board members to be Polish citizens or Polish residents, but people with final convictions for certain offences cannot serve.

A sp. z o.o. pays corporate income tax (CIT) at 19%. A small taxpayer, with prior-year sales up to the PLN equivalent of EUR 2 million, and a company in its first tax year can pay 9%, subject to exclusions. Shareholders are not liable for the company’s debts. Board members, however, can be personally liable for unpaid tax arrears in specific cases. This is one reason why foreign parents often appoint at least one board member who knows Polish rules well.

When is a branch office a better option?

A branch office (oddział) suits a foreign company that wants to run the same business in Poland that it runs at home, without setting up a separate legal entity. The rules are set out in the Act of 6 March 2018 on the participation of foreign entrepreneurs in business in Poland. Entrepreneurs from the EU can open a branch freely; others can do so on the basis of reciprocity, unless an international agreement provides otherwise.

A branch has no capital and no board. Instead, the foreign company appoints a person authorised to represent it in the branch. The branch can operate only within the scope of the parent’s business and can start only after its entry in the KRS. Its name is the parent’s name, a translation of its legal form and the words “oddział w Polsce”. The branch keeps separate accounting books in Polish.

A branch is not the same as a representative office (przedstawicielstwo). A representative office can only advertise and promote the foreign company. It cannot conduct business in Poland.

How to register a company in Poland step by step?

A Polish limited liability company is registered in eight main steps, from preparing the basic data to registering as an employer. Since 1 July 2021, all applications to the register of entrepreneurs in the KRS are filed electronically.

Prepare the basic data. Choose the company name, the registered office and address in Poland, the share capital, the shareholders and the board members. Select the business activity codes from the Polish Classification of Activities (PKD), which go into the articles and the KRS application.

Sign the articles of association. You can do this online, using the standard articles in the S24 system, or before a notary as a notarial deed. S24 is faster and cheaper, but it allows only cash contributions and offers less flexibility in the articles. The S24 agreement must be paid for and filed within 7 days of signing.

Register the company in the KRS. The application goes to the registry court through the Court Registers Portal (Portal Rejestrów Sądowych). Every person who signs needs an account confirmed with a trusted profile (Profil Zaufany), a qualified electronic signature or a Polish e-ID. A foreigner without a Polish PESEL number usually signs with a qualified electronic signature or acts through a proxy. Plan the electronic delivery address at this stage too. Every company entered in the KRS must have an address for electronic delivery (e-Doręczenia), which public bodies use to send official letters.

Receive NIP and REGON. The tax identification number (NIP) and statistical number (REGON) are assigned automatically after the KRS entry, usually within a few days. The company then files the NIP-8 form with supplementary data within 21 days of the KRS entry, or within 7 days of starting business if it will pay social security contributions.

Register for VAT. The company files the VAT-R form before its first VAT-taxable transaction. If it will trade with other EU countries, it also registers for VAT-EU before the first intra-EU transaction. Registration is free.

Open a bank account. The account is reported to the tax office through NIP-8. Bank onboarding for foreign-owned companies often takes the longest, because the bank needs to identify the shareholders and beneficial owners.

Report beneficial owners to the CRBR. The Central Register of Beneficial Owners must receive the company’s data within 14 days of the KRS entry. Only a person authorised to represent the company can file it, and the filing is signed electronically. Failure to file can lead to a fine of up to PLN 1 million.

Register with ZUS as a contribution payer. ZUS registers a KRS company as a contribution payer on the basis of KRS and NIP-8 data. Each employee must then be reported to ZUS within 7 days of starting work.

After signing the articles, the company also pays the tax on civil law transactions (PCC). The rate is 0.5% of the share capital, less registration and publication costs, and the tax is due within 14 days.

What documents do you need to set up a company in Poland?

A foreign corporate shareholder needs documents that prove its existence and show who can represent it, together with Polish translations. The exact set depends on the registration route and the country of origin.

In practice, prepare:

• a current extract from the commercial register of the foreign parent company,
• a resolution or decision of the parent to set up the Polish company and to appoint its representatives,
• a power of attorney, if someone else will sign on behalf of the parent,
• passports or ID documents of the board members and proxies,
• details of the beneficial owners for the CRBR filing,
• the address of the registered office in Poland and addresses for service of the board members.

Foreign documents filed with a Polish court generally need a Polish translation. For a branch, the law expressly requires certified Polish translations of the parent’s founding documents or register extract. Depending on the country that issued the documents, an apostille may also be needed. Check this with your advisor before you order the documents abroad, because it can add several weeks.

How long does company formation in Poland take?

Registration in the KRS through S24 can take one day, but the whole process of company formation in Poland usually takes several weeks. The registry court should process a paid S24 application within one day of receipt. Notarial registration usually takes longer.

The fees are moderate. Via S24, the court fee is PLN 250. For a registration based on a notarial deed, the court fee is PLN 500 plus the notary’s fee. Check with your advisor whether a publication fee for the Court and Economic Monitor also applies. PCC of 0.5% of the share capital, less certain incorporation costs, is paid on top. If a proxy acts for you, filing the power of attorney costs PLN 17 in stamp duty.

Is a ready-made (shelf) company faster?

Yes. A ready-made company, also called a shelf company, lets a foreign investor start business in Poland without waiting for registration. The company already exists in the KRS, has its tax numbers and can have a bank account. The investor buys the shares, changes the board and, if needed, the articles of association.

A shelf company is a good fit when time matters more than anything else, for example when a contract with a Polish client must be signed quickly. After the share transfer, the new owners still have to report the change of beneficial owners to the CRBR and register the changes in the KRS. ALTO offers ready-made companies as part of its Go-to-Poland package.

Do you need a registered office in Poland?

Yes. A Polish company must have a registered office and an address in Poland, and both are entered in the KRS. The registered office is the town where the management board is based. The address must name a specific building or premises.

Many foreign-owned companies do not need their own office at the start. They use a registered office service, often called a virtual office in Poland. What matters is that someone receives official mail on time. Tax offices, ZUS and courts send letters to this address, and deadlines usually run from delivery. The same applies to the company’s electronic delivery address (e-Doręczenia): someone must check it regularly. ALTO provides a registered office address in Warsaw with mail handling for companies that start operating in Poland.

What are your obligations after registration?

After registration, a Polish company must keep full accounting books, file monthly tax returns and prepare annual financial statements. These duties apply from the first month, even if the company has no revenue yet.

The main obligations are:

• Accounting: full accounting books kept in Polish and in złoty, under the Accounting Act.
• Monthly taxes: CIT advance payments by the 20th of the following month and the VAT return in JPK_V7 format by the 25th.
• E-invoicing: issuing and receiving invoices through the National e-Invoice System (KSeF).
• Annual reporting: financial statements within 3 months of the year end, approval within 6 months and filing with the KRS within 15 days of approval; CIT-8 by the end of the third month after the tax year.
• Corporate housekeeping: annual shareholders’ meeting, KRS updates and the share register. ALTO’s corporate secretarial services cover these tasks.
• Employer duties: ZUS registration of employees within 7 days and monthly payroll reports.

A foreign parent usually outsources these tasks in the first years. This gives it reports in English and keeps the Polish company compliant from day one.

FAQ

Can a foreigner own 100% of a Polish company? Yes. A foreign company or a foreign individual can own all shares in a Polish limited liability company. Polish law does not require a Polish shareholder or a Polish board member. Extra permits may be needed only in specific cases, for example when the company owns real estate in Poland or operates in a strategic sector subject to investment control.

Do I need to travel to Poland to register a company? Not necessarily. The KRS application is filed electronically, and documents can be signed with a qualified electronic signature. A foreign shareholder can also appoint a proxy in Poland. Some steps, such as opening a bank account, may still require identity verification, which depends on the bank’s procedures.

What is the minimum share capital? The minimum share capital of a Polish limited liability company is PLN 5,000. Each share must have a nominal value of at least PLN 50. When the company is registered through the S24 system, the capital can be paid only in cash. Tax on civil law transactions of 0.5% of the share capital is paid after signing the articles.

Do I need a Polish bank account? In practice, yes. The company reports its bank account to the tax office, and taxes, social security contributions and salaries are paid from it. Polish rules also link certain tax consequences to payments made to accounts listed in the VAT taxpayers’ register (the so-called white list). Plan bank onboarding early, because it often takes the longest.

Do I need a local board member? No. Polish law does not require board members to be Polish citizens or residents. Board members must be natural persons with full legal capacity, and people with final convictions for certain offences are excluded. A local board member or a Polish proxy can still make daily operations easier, because many filings require an electronic signature recognised in Poland.

How much does it cost to set up a company in Poland? Official fees are moderate. Via S24, the court fee is PLN 250. With a notarial deed, the court fee is PLN 500, plus the notary’s fee. You also pay 0.5% PCC on the share capital, less certain incorporation costs. The main costs are usually translations, legal support and the first months of accounting.

How can ALTO support you?

ALTO helps foreign companies start and run their business in Poland. Through the Go-to-Poland package, we provide a ready-made limited liability company, a registered office in Warsaw, accounting, tax compliance and banking support. Our corporate team handles KRS changes, the CRBR filing and annual corporate formalities. Our payroll team registers the company and its employees with ZUS. You get one point of contact and reporting in English.

Disclaimer

This article is provided for general informational purposes only and does not constitute legal, tax, accounting or professional advice. The information contained herein should not be relied upon as a substitute for obtaining advice tailored to a particular set of facts and circumstances.

While every effort has been made to ensure the accuracy of the information presented, laws, regulations, administrative practice and court decisions may change over time. Consequently, no representation or warranty is given that the information remains complete, accurate or up to date after the date of publication.

Readers should seek professional advice before making any business, investment, corporate or tax decisions. The application of Polish law may vary depending on the specific facts of a given case.

Sources

• Business.gov.pl, Setting up a company in Poland by a foreigner: https://biznes.gov.pl/en/portal/004055
• Biznes.gov.pl, Zakładanie spółki przez cudzoziemca: https://www.biznes.gov.pl/pl/portal/00806
• Biznes.gov.pl, Zarejestruj spółkę w systemie S24: https://www.biznes.gov.pl/pl/portal/00167
• Biznes.gov.pl, Zgłoszenie do Centralnego Rejestru Beneficjentów Rzeczywistych: https://www.biznes.gov.pl/pl/portal/00165
• Biznes.gov.pl, Zgłoszenie płatnika składek i pracowników do ZUS: https://www.biznes.gov.pl/pl/portal/00275
• Biznes.gov.pl, Siedziba i adres firmy: https://www.biznes.gov.pl/pl/portal/00118
• Ministry of Justice, S24 FAQ: https://ekrs.ms.gov.pl/s24/faq
• Ministry of Justice, digital revolution in courts (electronic KRS filings since 1 July 2021): https://www.gov.pl/web/sprawiedliwosc/rewolucja-cyfrowa-w-sadach
• Ministry of Finance, reporting beneficial owners to the CRBR: https://www.gov.pl/web/finanse/zgloszenie-informacji-o-beneficjentach
• Ministry of the Interior, permit to acquire real estate or shares by foreigners: https://www.gov.pl/web/mswia/uzyskaj-zezwolenie-na-nabycie-nieruchomosci-akcji-udzialow-przez-cudzoziemcow
• Podatki.gov.pl, registration of business activity (NIP-8, VAT-R): https://www.podatki.gov.pl/dzialalnosc-gospodarcza/rejestracja-dzialalnosci-gospodarczej/
• Ministry of Digital Affairs, e-Delivery mandatory for entrepreneurs: https://www.gov.pl/web/cyfryzacja/e-doreczenia-obowiazkowe-rowniez-dla-przedsiebiorcow
• Act of 6 March 2018 on the participation of foreign entrepreneurs, consolidated text Dz.U. 2025 poz. 89: https://api.sejm.gov.pl/eli/acts/DU/2025/89/text.pdf