A limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) is the business form most often chosen by foreigners in Poland. It can be set up without Polish citizenship and without living in Poland, but the procedure has several points where foreigners most often run into difficulties.
Legal basis
- Commercial Companies Code (k.s.h.), in particular Art. 151–169 and Art. 299.
- Act of 6 March 2018 on the rules of participation of foreign entrepreneurs and other foreign persons in business transactions in Poland.
- Act of 20 August 1997 on the National Court Register (KRS).
- Act of 1 March 2018 on counteracting money laundering and terrorist financing (Central Register of Beneficial Owners, CRBR).
- Act of 24 March 1920 on the acquisition of real estate by foreigners.
Who can set up a company
Citizens of the EU, EEA and Switzerland may do business on the same terms as Poles. Foreign persons from outside these countries may, as a rule, form capital companies in Poland (sp. z o.o., simple joint-stock company, joint-stock company) as well as limited partnerships and limited joint-stock partnerships, regardless of whether they hold a residence title.
Important: shares in a company do not give the right of residence or the right to work. Serving on the management board and staying in Poland as a non-EU foreigner requires a separate legal basis, which should be analysed before the company is set up.
Step 1. Decide on the key parameters of the company
- share capital – minimum PLN 5,000, nominal value of a share – minimum PLN 50 (Art. 154 § 1 and 2 k.s.h.),
- registered office and address in Poland (e.g. an office or a virtual office),
- business activity according to the PKD classification,
- management board – who represents the company and how,
- shareholders – natural or legal persons, Polish or foreign.
Step 2. Choose how to conclude the articles of association
| Criterion | S24 (template agreement) | Notarial deed |
|---|---|---|
| Legal basis | Art. 157¹ k.s.h. | Art. 157 § 2 k.s.h. |
| Signature | qualified electronic signature, trusted profile or personal signature | in person before a notary or through an attorney |
| Flexibility | limited to the template | full |
| Contributions | cash only | cash and in-kind |
| Court fees | PLN 250 + PLN 100 (Court and Commercial Gazette) | PLN 500 + PLN 100 (Court and Commercial Gazette) + notary fee |
A trusted profile requires a PESEL number. A foreigner without a PESEL can use S24 with a qualified electronic signature. Since 15 December 2022 an entry in the KRS no longer requires a PESEL – persons without one provide their date of birth (Act of 4 November 2022, Journal of Laws 2022, item 2436). In practice, a PESEL still makes it easier to deal with e-government services, the CRBR and signing financial statements.
Articles of association concluded before a notary by a foreigner who does not speak Polish require the participation of a sworn translator. A power of attorney granted abroad should be in the form required for the given act and usually requires an apostille or legalisation and a translation.
Step 3. Pay in the capital and file the KRS application
Where the articles are concluded before a notary, the share capital must be fully covered before the registration application is filed (Art. 163(2) k.s.h.). Where the company is registered via S24, cash contributions may be made after registration – the management board files a statement on their payment within 7 days of the entry. Banks are obliged to open an account for a company in organisation.
The registration application is filed only electronically, via the Court Registers Portal (PRS) or S24. If within 6 months of concluding the articles the company is not filed for registration, or the decision refusing registration becomes final, the articles of association are dissolved (Art. 169 k.s.h.).
Step 4. Obligations after registration
| Obligation | Deadline |
|---|---|
| Statement on payment of contributions (S24) | 7 days from the entry |
| PCC-3 return and payment of the tax on the articles (S24) | 14 days from concluding the articles |
| Reporting beneficial owners to the CRBR | 14 days from the KRS entry |
| Supplementing data (NIP-8) | 21 days from the entry |
| VAT registration (VAT-R), if applicable | before the first taxable transaction |
For articles concluded before a notary, the notary collects the PCC tax as the tax remitter.
Pitfalls worth knowing
- Real estate. A company controlled by non-EEA foreigners may need a permit from the Minister of the Interior and Administration to acquire real estate (Act of 24 March 1920).
- Management board liability. If enforcement against the company proves ineffective, board members are jointly and severally liable for its obligations (Art. 299 k.s.h.), unless they prove grounds for exemption.
- Financial statements. The annual financial statement must be prepared, signed electronically and filed with the KRS – we describe this in a separate article on financial statements filed by foreigners.
- Correspondence. The company must have an address where it actually receives letters; uncollected letters from a court or tax office have legal effect.
Frequently asked questions
Can a foreigner be the sole shareholder and president of the board? Yes. A sp. z o.o. may have a single shareholder, who may also sit on the management board. However, a sp. z o.o. may not be formed solely by another single-shareholder sp. z o.o. (Art. 151 § 2 k.s.h.).
Do I have to come to Poland? Not always. The articles may be concluded through an attorney or in S24 using a qualified electronic signature.
Will the company give me a right of residence? Not automatically. Running a company may be the basis for applying for a residence permit if the requirements of the Act on Foreigners are met.
How long does registration take? An application filed via S24 is, as a rule, processed faster than one based on a notarial deed; the time depends on the workload of the registry court.
This article is for general information purposes only and reflects the law as at the date of publication. It does not constitute legal advice or a legal opinion on any individual case. We draft articles of association, register companies in the KRS and advise on the legalisation of stay of board members.