Company formation in Poland
For more than a decade, I have been assisting foreign entrepreneurs, investors and international companies with establishing and operating businesses in Poland. Company formation and ongoing corporate support for foreign clients constitute a core area of my practice.
More information about my experience in supporting Polish companies and advising international businesses operating in Poland can be found in my article “10 Years of Law Firm in Poland“.
Setting up a company in Poland
A company may be incorporated in Poland through different procedures.
The choice of a particular procedure depends primarily on the nationality of the directors and shareholders. It also depends on whether the incorporation process is intended to be completed remotely or before a notary public. The structure of the company and the circumstances of a particular case may also play a role.
In practice, the choice usually comes down to one of the three procedures of company formation described below.
1. Incorporation with Polish Trusted Profile
A Polish Trusted Profile is an electronic identification tool used to sign documents and communicate with Polish public authorities.
In order to obtain a Polish Trusted Profile, both the future shareholder and the director must first obtain a PESEL number.
Remote issuance of a PESEL number is currently available only to EFTA and UK citizens. As a result, EFTA and UK citizens may complete the entire incorporation process remotely, whereas other individuals are required to obtain a PESEL number in person in Poland.
| Key aspect | Details |
|---|---|
| Incorporation system | Online incorporation without a notarial deed through the S24 portal. |
| Presence in Poland | Remote for EFTA and UK citizens; required visit to Poland for all other nationals to obtain a PESEL number. |
| Requirements | PESEL number and Polish Trusted Profile. |
| Required documents | Passport or EU ID. |
| Formal steps |
|
| Estimated timeline | 3–7 business days once the Polish Trusted Profile has been activated. |
2. Incorporation with a Qualified Electronic Signature
A Qualified Electronic Signature (QES) is a form of electronic signature recognised throughout the European Union.
Unlike incorporation based on a Polish Trusted Profile, this method is available regardless of nationality and does not require obtaining a PESEL number. There is also no requirement to visit a Polish embassy, consulate or authority office for identity verification.
As a result, the identification process may be completed remotely.
| Key aspect | Details |
|---|---|
| Incorporation system | Online incorporation without a notarial deed through the S24 portal. |
| Presence in Poland | Not required. |
| Requirements | Qualified Electronic Signature. |
| Required documents | Passport. |
| Formal steps |
|
| Estimated timeline | 3–7 business days once the Qualified Electronic Signature has been activated. |
3. Notarial incorporation
Notarial incorporation involves the execution of the company’s Articles of Association in the form of a notarial deed before a Polish notary.
Unlike incorporation through the S24 system, this method offers greater flexibility with respect to the contents of the company’s Articles of Association. The incorporation process may be completed either in person before a Polish notary or remotely on the basis of a notarised Power of Attorney.
This method is available regardless of the nationality of the shareholders and directors.
| Key aspect | Details |
|---|---|
| Incorporation system | Incorporation by notarial deed. |
| Presence in Poland | Optional. |
| Requirements | Visit to a Polish notary public or remote incorporation on the basis of a notarised Power of Attorney. |
| Required documents | Passport. |
| Formal steps |
|
| Estimated timeline | Approximately 3–4 weeks for the court to officially register the company from the moment the notarial deed is executed. |
Information required for company formation
The company formation process starts with collecting the basic information concerning the future company. This information forms the basis of the Articles of Association and other incorporation documents.
The following information is required to establish a company in Poland:
- Company name – the name of the company may be freely selected. However, it should not infringe the rights of third parties. It is advisable to verify whether a similar name is already used by another business. The use of an existing company name may lead to the refusal of registration.
- Share capital – the minimum share capital of a Polish limited liability company amounts to PLN 5,000. If the company has more than one shareholder, the percentage ownership of each shareholder should also be determined.
- Seat of the company – it is necessary to determine the city in Poland where the company will have its seat. The registered address may be indicated separately and does not form part of the Articles of Association.
- Shareholders and directors – it is necessary to determine the ownership and management structure of the company. Basic identification details are required for each shareholder and director, including full name, nationality and current residential address (street, house or apartment number, city, postal code and country).
- Business activities – it is sufficient to describe the intended activities of the company in general terms. During the preparation of the incorporation documents, the law firm assigns the appropriate classes of the Polish Classification of Activities (PKD).
Share capital
Share capital constitutes the original fund of a Polish limited liability company. It represents the total value of the contributions made by the shareholders in exchange for their shares.
Share capital should not be confused with the actual assets of the company. The value of the company’s assets changes over time. The amount of share capital is always expressed in Polish zloty (PLN).
Minimum amount
The minimum share capital of a Polish limited liability company amounts to PLN 5,000. The minimum nominal value of a share is PLN 50. Consequently, a company established with the minimum share capital consists of 100 shares with a nominal value of PLN 50 each.
In practice, the vast majority of companies are established with the minimum share capital. A higher amount of share capital results in a higher civil law transaction tax (PCC) payable upon incorporation.
The amount of share capital does not limit the ability of the company to incur liabilities exceeding PLN 5,000. If additional funding is required, the shareholders may increase the share capital at a later stage.
Payment of share capital
The share capital should be paid up in full before the registration of the company. However, there is no requirement to open a bank account and transfer the funds before incorporation.
The contributions may be paid to the cash desk of the company. No documentary evidence of payment is attached to the registration application. Instead, the management board submits a statement confirming that the share capital has been fully paid.
The company may open a bank account and receive the funds after registration. Therefore, the absence of a bank account does not prevent the incorporation of a Polish limited liability company.
Contributions
The share capital of a Polish company may be covered by cash contributions or contributions in kind (non-monetary contributions).
Not every asset may constitute a contribution in kind. As a general rule, the asset should be transferable and capable of being recognised as an asset on the company’s balance sheet.
Non-monetary contributions may include, for example, movable property, real estate, intellectual property rights or shares in other companies. However, work, services and non-transferable rights cannot constitute a contribution to the share capital.
It should also be noted that online incorporation through the S24 system is available only where the share capital is covered exclusively by cash contributions. Non-monetary contributions require incorporation by way of a notarial deed.
Corporate structure of Polish company
A Polish company acts through its corporate bodies.The corporate structure of a Polish limited liability company consists of the Shareholders’ Meeting and the Management Board.
Shareholders' Meeting
The Shareholders’ Meeting is the highest corporate body of a Polish limited liability company. It consists of the shareholders of the company. There are no nationality or residency requirements for shareholders,which means that a Polish company may be wholly owned by foreign individuals or legal entities.
The Shareholders’ Meeting adopts resolutions on matters reserved only by law or the Articles of Association. Although the shareholders exercise ultimate control over the company’s structure and key corporate matters, the day-to-day affairs of the company are conducted by the Management Board.
Matters falling within the competence of the Shareholders’ Meeting include:
- appointment and dismissal of management board members;
- approval of annual financial statements and annual management board reports;
- distribution of profit (dividend) or coverage of losses;
- amendments to the Articles of Association, including changes to the company’s name, seat, business activity or share capital;
- dissolution of the company and initiation of liquidation proceedings.
Management Board
The Management Board conducts the company’s affairs and represents the company towards third parties. It consists of one or more members appointed by the Shareholders’ Meeting.
The Management Board may consist of shareholders or other persons. There are no nationality or residency requirements for board members, which means that a Polish company may be fully managed by foreign citizens residing outside Poland.
Matters falling within the competence of the Management Board include:
- representation of the company before public authorities and third parties;
- running the day-to-day business and making executive decisions, including entering into agreements and undertaking legal actions on behalf of the company;
- management of the company’s assets and business activities;
- preparation of annual financial statements and annual management board reports;
- convening Shareholders’ Meetings;
- implementation of resolutions adopted by the Shareholders’ Meeting.
Registered address of a company in Poland
Every Polish company must have a registration address in Poland. The registered address is disclosed in the National Court Register and serves as the official address for correspondence with public authorities and third parties.
The registered address does not have to be the place where the company actually conducts its business activities. Foreign entrepreneurs often use virtual office services, particularly when operating remotely or during the incorporation process.
Commercial Regsister in Poland
Conducting business activity in Poland requires entry into the business register. Two business registers may be distinguished in Poland: the Central Registry and Information on Business Activity (CEIDG) and the National Court Register (KRS). Polish companies are entered into the National Court Register – KRS.
Entry of a company into the National Court Register is equivalent to its official establishment and acquisition of legal personality. Registration in the National Court Register marks the completion of the incorporation process. Upon registration, the company is automatically assigned a KRS number (Commercial Number), NIP (Tax Identification Number) and REGON (Statistical Number).
The National Court Register contains information on all Polish companies. In addition to commercial companies, the register also provides information on foundations and associations operating in Poland.
Access to the National Court Register is free of charge and publicly available at the official government website: wyszukiwarka-krs.ms.gov.pl. The KRS register allows anyone to verify the legal status of a company, its registered address, members of the Management Board, shareholders holding more than 10% of the shares, rules of representation, share capital and information concerning the filing of annual financial statements.
How to search for a company in the Polish Commercial Register
Visit the official website
Visit the official search engine of the National Court Register.
wyszukiwarka-krs.ms.gov.plEnter company details
You may search by company name, KRS number, NIP number or REGON number.
Run the search
Click the "Wyszukaj" button to display the search results.
Obtain a current extract
Select the company to view detailed information and download a current extract free of charge.
Single-member company
A Polish limited liability company may be successfully incorporated and wholly owned by a single natural person holding 100% of the shares.
In practice, the same individual often performs two separate corporate functions: acting as the sole shareholder and simultaneously serving as the sole member of the Management Board. Accordingly, one person may own, manage and represent the company.
Subsidiary in Poland
A Polish limited liability company may be established and owned by another Polish or foreign company. Such structure is commonly referred to as a subsidiary.
Restrictions on incorporation of Polish subsidiary
As a general rule, any Polish or foreign company may become the sole shareholder of a Polish subsidiary and hold 100% of its shares.
The only statutory restriction is that a Polish limited liability company may not be incorporated solely by another single-member limited liability company. Consequently, where the parent company is itself a single-member limited liability company, it cannot directly establish a Polish subsidiary as its sole shareholder. This restriction does not apply where the parent company has two or more shareholders.
The above restriction applies only to the incorporation of new company. A single-member limited liability company may become the sole shareholder of a Polish company by acquiring all shares in an existing company.
The methods available for incorporating a Polish subsidiary are generally identical to those described in the “Setting up company” section. The principal difference is that the incorporation documents are executed by the authorised representative of the parent company rather than by an individual shareholder.
General rule
Any Polish or foreign company may establish a Polish subsidiary as its sole shareholder.
Statutory restriction
A single-member limited liability company cannot directly incorporate Polish single-member limited liability company as its sole shareholder.
Alternative solution
A single-member parent company may become the sole shareholder by acquiring all shares in an existing Polish company.
Methods of incorporation of subsidiary in Poland
The methods available for incorporating a Polish subsidiary are generally identical to those described in the “Setting up company” section. The principal difference is that the incorporation documents are executed by the authorised representative of the parent company.
Depending on the selected incorporation method, the following requirements apply:
- Polish Trusted Profile method – both the authorised representative of the parent company and the future member of the Management Board of the Polish subsidiary must hold a valid Polish Trusted Profile.
- Qualified Electronic Signature method – both the authorised representative of the parent company and the future member of the Management Board of the Polish subsidiary must hold a qualified electronic signature recognised in Poland.
- Notary method – the authorised representative of the parent company must appear before a Polish notary to execute the deed of incorporation or grant a notarised power of attorney authorising another person to incorporate the Polish subsidiary on behalf of the parent company.
Foreign corporate documents
The incorporation of a Polish subsidiary by a foreign company requires additional corporate documents. These documents confirm the legal existence of the parent company and the authority of the persons acting on its behalf.
The following corporate documents are required to establish a Polish subsidiary by a foreign company:
- Extract from the local commercial register, indicating:
- the company name and legal form;
- the registration number;
- the names of the directors or other authorised representatives;
- the registered office address.
- Articles of Association, Memorandum of Association or other constitutional document of the parent company.
- Board resolution or shareholders’ resolution, where the parent company has more than one director and the rules of representation require joint action. Such resolution may authorise one of the directors to incorporate the Polish subsidiary on behalf of the parent company. Alternatively, all directors may participate directly in the incorporation process.
Foreign corporate documents should be apostilled if the issuing country is a party to the Hague Apostille Convention or legalised. Furthermore, all foreign-language documents must be sworn translation into Polish language.
Post-incorporation obligations
The registration of a company in the National Court Register marks the completion of the incorporation process. It also gives rise to several post-incorporation obligations and additional requirements that should be addressed shortly after registration.
Notification to the Tax Office on the NIP-8 form
Upon registration in the National Court Register, a company is automatically assigned a NIP (Tax Identification Number). However, the assignment of a NIP does not complete the company’s tax registration. Certain additional information must be reported separately to the competent Tax Office by submitting the NIP-8 form.
The NIP-8 form is used to notify the Tax Office of additional information that is not disclosed in the National Court Register, including the company’s bank account number, places of business, the location where accounting records are kept and contact details.
The NIP-8 form may be submitted electronically through the e-Tax Office (e-Urząd Skarbowy) government portal or in paper form. The notification may also be submitted by an authorised representative. As a standard part of our company formation services, Law Firm in Poland prepares and submits the NIP-8 form on behalf of its clients.
As a general rule, the NIP-8 form must be submitted within 21 days of registration in the National Court Register.
Notification to the Central Register of Beneficial Owners (CRBR)
Every company registered in Poland must report information on its beneficial owners to the Polish Central Register of Beneficial Owners (CRBR). The notification must identify every natural person who exercises direct or indirect control over the company, including, for example, individuals holding more than 25% of the shares or voting rights.
The notification is submitted exclusively in electronic form through the official CRBR portal and must be signed by a person authorised to represent the company using a Qualified Electronic Signature or a Polish Trusted Profile. It cannot be submitted or signed by an attorney.
The notification to UBO Register must be submitted within 14 days of the company’s registration in the National Court Register. Our Law Firm in Poland prepares the completed CRBR notification and provides clients with step-by-step instructions for signing and submitting the filing.