Why most foreign investors choose a sp. z o.o.
The spółka z ograniczoną odpowiedzialnością (sp. z o.o., commonly called an LLC) is by far the most popular vehicle for foreign investors in Poland. According to the Polish Investment and Trade Agency (PAIH), around 93% of foreign entities choose it.
- Limited liability. Shareholders risk only what they contribute to the share capital.
- Low entry barrier. The minimum share capital is PLN 5,000, and each share must be worth at least PLN 50.
- 100% foreign ownership. One shareholder is enough, and shareholders and board members can be of any nationality. There is no requirement to appoint a Polish resident director.
- A recognised structure. Banks, landlords and business partners in Poland know it well.
One thing to know: management board members can be held personally liable for company debts, including tax and social security arrears, in specific circumstances, for example when a bankruptcy petition is not filed on time. Good bookkeeping and local advice matter from day one.
Choosing the right structure
A sp. z o.o. is the default answer, but it is not the only option.
| Structure | Minimum capital | Best for |
|---|---|---|
| Sp. z o.o. (limited liability company) | PLN 5,000 | Subsidiaries and most operating businesses. |
| P.S.A. (simple joint-stock company) | PLN 1 | Start-ups that want flexible equity and investor-friendly share rules. Newer and less familiar to some banks and counterparties. |
| S.A. (joint-stock company) | PLN 100,000 | Large ventures, listed companies and complex shareholder structures. |
| Branch (oddział) | None | A foreign company extending its own activity. Not a separate legal entity, and it can only carry out the parent's business. |
| Sole proprietorship | None | Individuals. Open on the same terms as Poles to citizens of EU and EEA countries and Switzerland. Other foreigners can use it only with certain residence statuses, so most use a company. |
Two ways to register: S24 online or notary
Every sp. z o.o. must be entered in the National Court Register (KRS). You can get there through the online S24 system or through a notarial deed followed by a court filing.
| S24 (online) | Notary and court | |
|---|---|---|
| Articles of association | Standard template with limited customisation | Fully customised notarial deed |
| Contributions | Cash only | Cash or assets in kind |
| Signing | Qualified electronic signature (eIDAS), Trusted Profile or Polish e-ID | In person at the notary, or through a power of attorney |
| Court fees | PLN 250 + PLN 100 announcement | PLN 500 + PLN 100 announcement, plus notary fees |
| Typical time | 1 to 3 business days | Roughly 3 to 8 weeks, depending on the court |
| Best when | You want a simple structure, fast | You need bespoke shareholder terms, non-cash contributions, or have no e-signature |
Founders based abroad can register through S24 with an EU-recognised qualified electronic signature, without travelling. If you cannot get one, a notary with a power of attorney is the usual fallback.
Step by step
- Plan the basicsDecide the company name, the shareholders, who will sit on the management board, the share capital, and the business scope. New companies must describe their activity with PKD 2025 codes, so pick codes that match what you will really do.
- Secure a registered addressThe company needs a Polish address and proof of your right to use it, such as a lease or the owner's consent. A virtual office or an accounting firm's address is common for early-stage companies.
- Adopt the articles of associationUse the S24 template or have a notary draw up a deed. Set share value (at least PLN 50 each), shareholder rights and board rules.
- Pay in the share capitalContribute at least PLN 5,000 following the rules of your chosen route, and keep the proof of payment.
- Appoint the management boardAt least one member is required. Board members do not need to live in Poland, but think about who will sign documents and deal with the bank and the authorities.
- File with the KRSSubmit the application through S24 or through the court. The application is signed by the board. After entry, the company receives its KRS number, and its tax number (NIP) and statistical number (REGON) are normally issued alongside.
- Complete the post-registration tasksBeneficial owner filing, bank account, VAT, ZUS and bookkeeping, covered in the next sections.
What it costs
| Item | Amount |
|---|---|
| Court registration fee | PLN 250 (S24) or PLN 500 (notary route) |
| Announcement in the Court and Economic Monitor | PLN 100 |
| Tax on civil law transactions (PCC) on the articles | 0.5% of share capital, so about PLN 25 at the minimum. The notary collects it, or you file a PCC-3 within 14 days. |
| Notary fee | Notary route only. Regulated maximums apply and depend on the capital. |
| Sworn translations and apostilles | If a shareholder or director is a foreign company or documents are in another language |
| Qualified electronic signature | Usually a few hundred PLN per year, if you need one |
The state fees are small. The larger and recurring cost is accounting and legal support, which varies by provider and by how much activity the company has.
After registration: your checklist
- Report the beneficial owners to the Central Register of Beneficial Owners (CRBR) within 7 days of registration. Missing this deadline can lead to heavy fines.
- Open a business bank account. Banks run identity checks on foreign owners, which can take from a few days to a few weeks, so start early.
- Register for VAT (VAT-R) before you make taxable sales, and add VAT-UE registration if you trade within the EU. See our guide to Polish taxes.
- Set up e-invoicing. Poland's KSeF system is mandatory for most businesses since 1 April 2026, and for the smallest taxpayers from 1 January 2027.
- Hire and register staff with ZUS within 7 days of their start. See our guide to hiring and employment costs.
- Start bookkeeping. A sp. z o.o. keeps full accounts under the Accounting Act. Financial statements must be approved within six months of year end and filed to the KRS shortly after.
- Check licences. Regulated activities, such as financial services, food production or healthcare, may need permits before you start.
Frequently asked questions
Do I need to live in Poland to open a company?
No. Shareholders and board members do not need to be Polish residents. You do need a Polish registered address, and it is practical to have a local accountant. Founders abroad usually register through S24 with a qualified electronic signature.
Can a non-EU citizen own 100% of a sp. z o.o.?
Yes. Foreign ownership is generally unrestricted, although some regulated sectors have their own rules, and non-EEA buyers of real estate may need a permit. Check your sector before you commit.
Can one person set up a sp. z o.o. alone?
Yes. A company can have a single shareholder, who can also be the only board member.
How long until I can invoice customers?
Once the company is in the KRS and has its tax number, you can begin operating. The bank account and VAT registration are usually the slowest parts, so allow one to three weeks in total for a smooth start.
Do I need an audit?
A statutory audit applies only when the company exceeds the size thresholds in the Accounting Act. Most new subsidiaries fall below them.
This guide gives general information for foreign investors and is not legal or tax advice. Fees, thresholds and procedures change, so confirm current details with the official sources below or with an adviser. Official sources: S24 portal, KRS online, biznes.gov.pl.