Company registration in Poland is an increasingly attractive option for both EU and non-EU entrepreneurs looking to expand in Central Europe. Thanks to its strategic location, skilled workforce, and EU membership, Poland has become a hub for international business operations and foreign investments.
This comprehensive guide walks you through the company formation process in Poland, including types of entities, legal steps, registration fees, and ongoing obligations.
Why Open a Company in Poland?
Poland offers a dynamic economy with access to the European Single Market. Foreigners can open a company in Poland with full ownership, even without permanent residence.
Key benefits of company formation in Poland:
- Access to EU markets
- Relatively low corporate tax rates
- Skilled and affordable labor force
- Strategic location between Western and Eastern Europe
- Digitalized procedures for online company registration
Legal Forms of Companies in Poland
Choosing the right legal form is a critical decision when starting a business.
When you decide to register a company in Poland, the first step is choosing the appropriate legal structure.
| Type of Company | Description |
| Sp. z o.o. (LLC) | Most popular; limited liability; suitable for SMEs and foreign investors |
| S.A. (Joint-Stock Company) | Ideal for large investments and public offerings |
| P.S.A. (Simple Joint-Stock) | Modern structure, flexible capital, great for startups |
| Branch Office | Extension of a foreign parent company |
| Representative Office | For promotion and market research only; cannot conduct trade |
For more information please check https://www.biznes.gov.pl/en/portal/02170
Limited liability company in Poland
Most foreign investors choose the limited liability company in Poland (Sp. z o.o.) due to its flexibility and ease of incorporation.
In Poland, the limited liability company (spółka z ograniczoną odpowiedzialnością – sp. z o.o.) stands out as one of the most advantageous structures for entrepreneurs. There are several key reasons why this form is often the best choice.
First and foremost, a sp. z o.o. offers limited liability to its shareholders. This means that the personal assets of the owners are protected – they are only liable up to the amount of their capital contribution. This legal protection is particularly important in today’s dynamic and sometimes unpredictable market environment.
Secondly, despite offering strong legal protections, a sp. z o.o. is relatively easy and affordable to set up and maintain. The minimum share capital is only 5,000 PLN, and the entire registration process can now be completed online via the government platform (S24). This combination of low entry costs and streamlined procedures makes the sp. z o.o. accessible even to small business owners and startups.
Moreover, a limited liability company is a widely recognized and credible business form, both domestically and internationally. Having a sp. z o.o. enhances your image in the eyes of potential clients, partners, and investors. It also allows for better scalability – the structure supports future growth, multiple shareholders, and even conversion to a joint-stock company if needed.
Taxation is another area where the sp. z o.o. provides flexibility. While corporate income tax (CIT) applies, small companies with revenues below a certain threshold may benefit from the 9% CIT rate, and dividends can be optimized through proper tax planning.
Finally, a sp. z o.o. offers clear and formal governance rules, which help avoid misunderstandings between partners and facilitate smooth management of the business.
In summary, a sp. z o.o. combines legal protection, ease of setup, professionalism, and tax efficiency, making it a compelling choice for anyone looking to start or formalize their business in Poland.
The second form of running a business in Poland worth considering is a simple joint-stock company.
Simple Joint-Stock Company
Introduced in 2021, the Simple Joint-Stock Company (Prosta Spółka Akcyjna – PSA) is a modern and flexible legal form tailored to meet the needs of innovative entrepreneurs and startups in Poland. It combines the advantages of limited liability with simplified corporate governance and low entry requirements, making it an attractive option for a wide range of businesses.
One of the biggest advantages of a PSA is its minimal capital requirement. Unlike traditional joint-stock companies that require at least 100,000 PLN in share capital, a PSA can be established with as little as 1 PLN, making it highly accessible for early-stage ventures.
Another key feature is its flexible structure. The PSA allows for freedom in shaping internal rules, management structures, and decision-making processes. For example, the company can be managed by a board of directors, a single president, or other customized bodies, depending on the founders’ preferences.
The PSA also supports digitalization and speed. It can be registered online via the government’s S24 system, and shareholder meetings can be held remotely, with resolutions passed electronically – saving time and administrative costs.
Importantly, the PSA provides limited liability protection, meaning that shareholders are not personally liable for the company’s debts – they risk only the amount they contributed. This offers a layer of security for entrepreneurs venturing into competitive or uncertain markets.
Moreover, a PSA facilitates capital raising and is particularly well-suited for attracting investors, including venture capital. It allows for issuing shares with different rights, such as preference shares or non-voting shares, and share transferability is more flexible than in a limited liability company (sp. z o.o.).
In conclusion, the Simple Joint-Stock Company (PSA) is a forward-thinking business structure designed for agility, innovation, and scalability. With minimal capital requirements, legal protections, and investor-friendly features, it is definitely a form worth considering when launching or developing a business in Poland.
When a Branch in Poland is the Right Form of Business for a Foreign Entrepreneur
For foreign entrepreneurs looking to expand their business operations into Poland, choosing the appropriate legal structure is a key strategic decision. One option worth considering is establishing a branch (Polish: oddział). Although it is not suitable for every business model, there are specific scenarios where a branch is the most efficient and appropriate solution.
A branch is not a separate legal entity; rather, it is an extension of the parent company that operates within Polish territory. This structure is especially advantageous when a foreign company wants to maintain full control over its Polish operations while avoiding the complexity and obligations of setting up a local subsidiary.
The branch is often the most appropriate form in the following situations:
- Direct control over local operations
A branch operates under the name and legal identity of the foreign parent company. This allows the parent company to fully control its Polish business activity without having to appoint local shareholders or set up an independent management structure. - Cost efficiency and simplicity
Compared to establishing a Polish limited liability company (sp. z o.o.) or a joint-stock company (S.A.), the branch involves fewer formalities and lower setup and operational costs. There is no requirement for minimum share capital, and financial reporting obligations are slightly more streamlined. - Temporary or limited-scope operations
A branch is ideal for businesses that plan to operate in Poland for a limited period of time, or in a narrow area of activity, such as providing specific services, fulfilling a contract, or testing the market. - Use of parent company branding and reputation
Since the branch operates under the same name as the foreign parent, it benefits directly from the parent company’s international reputation and recognition, which can be valuable in client relationships or public tenders. - Tax efficiency
A branch is subject to Polish corporate income tax (CIT), but profits are generally repatriated to the parent company without dividend withholding tax, making it a tax-efficient channel for transferring earnings abroad, depending on the double taxation treaty in place.
However, a branch also has limitations. It cannot pursue activities beyond the scope of the parent company, and the foreign company bears full legal and financial responsibility for the branch’s obligations. Therefore, this structure is best suited to companies with a clear legal and operational strategy, and a low-risk business model.
In summary, a branch in Poland is the right choice for foreign entrepreneurs seeking to expand their operations in a cost-effective, easily managed way – especially when full ownership and legal continuity with the parent company are priorities.
Step-by-Step: How to Register a Company in Poland
The company registration procedure in Poland involves several formal steps and requires compliance with local laws. Here’s a breakdown:
| Step | Action | Details |
| 1 | Choose business name | Must be unique and include legal form (e.g., “Sp. z o.o.”) |
| 2 | Draft Articles of Association | Define business activity, share capital, governance |
| 3 | Notarization or online S24 system | Online setup is faster (up to 24h), but more limited |
| 4 | Register in the National Court Register (KRS) | Legal entity is created; assigned KRS number |
| 5 | Obtain REGON and NIP | Statistical and tax numbers from relevant offices |
| 6 | Open a bank account in Poland | Required for share capital and operational use |
| 7 | VAT registration (optional) | Needed if you plan to sell taxable goods or services |
See the Polish Ministry of Justice for S24 e-registration platform. Start – Portal S24
Required Documents for Incorporation
To incorporate a company in Poland, you will typically need:
- Valid passport or national ID of shareholders/directors,
- Articles of Association,
- Power of attorney (if using a representative),
- Proof of registered office in Poland.
Timeline and Costs of Company Formation in Poland
- Online registration via S24: 1–2 business days,
- Traditional (notary) registration: up to 2–3 weeks,
- Official registration fee: approx. 350 PLN (S24).
Note: Using a professional service like ours speeds up the process and ensures compliance with Polish business regulations.
Can You Open a Company in Poland Without Visiting?
Yes, it’s possible to register a company in Poland without being physically present. This is often done via:
- Power of attorney,
- Remote identity verification,
- Using a fiduciary company in Poland to act on your behalf.
This method is especially useful for non-EU investors or companies expanding into Poland.
Taxation in Poland for New Companies
Understanding tax in Poland is crucial before launching your operations:
| Tax Type | Standard Rate | Notes |
| Corporate Income Tax (CIT) | 19% (or 9% for small businesses) | Based on annual revenue thresholds |
| VAT | 23% standard | Lower rates: 8%, 5%, and 0% apply |
| PIT (for sole traders) | 12% / 32% | Progressive personal tax rate |
| Dividend tax | 19% | May be reduced under double tax treaties |
Why Work With PolishTax.com?
We specialize in helping international entrepreneurs and foreign businesses to:
- Incorporate a company in Poland (LLC)
- Handle VAT registration and accounting
- Serve as your fiscal representative
- Provide virtual office services
- Guide you through banking and compliance
Whether you are looking to start a business in Poland or simply invest, we make the process simple, legal, and fast.
Let our experienced team help you open your business in one of Europe’s most promising markets. Contact us office@intertax.pl for a consultation