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Create your company in Poland 

by | Aug 25, 2022 | Corporate Structuring

Poland has ascertained stability over financial crisis and it provides investors with bright potential. The country’s economy has improved so much over the years that the country today has a competitive economy, a huge market, access to an oriented workforce, and favourable business conditions over the entire territory in preferred regions. The formation of companies in Poland is a simple procedure requiring specific important measures. Below are some of the factors to consider when оpening a company in Poland. 

Open your Polish company in a strategic location 

One of the significant factors to consider when planning on opening a company in Poland is Location. Different regulations, pricing, and availability may exist in different cities and areas. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your needs.

Poland offers a friendly business environment 

You must clearly know the business factors before dwelling in as that helps you realize how the firm would stand. 

Business factors that need to be considered are; 

  • Industry and type of business 
  • Headquarters/Individual nationality. 
  • The presence of current trade agreements. 

Geography 

Geography might be a problem as Poland has a poor network of roads, railways, and infrastructures, which raises the costs of doing business since each regional Polish market will be difficult to access. Internet connectivity in municipal regions is typically satisfactory, while in less populous places it may be insufficient. 

Norms 

Poland is a country famed for its sluggish trade courts, tough labor law, and thick red tape. These obstacles have all historically proven challenges to foreign companies. 

Company Options Available In Poland 

When starting a company in Poland, it is important to decide which type of legal entity to be incorporated. Investors in Poland can select between several business structures, each of them according to the size of the business, the value of the investment, the number of founders, and other criteria. 

Enterprises from non-EU countries can set up and operate a business solely in the form of the following: 

Limited liability company (Spółka z ograniczoną odpowiedzialnością or sp. z o.o.) 

A limited liability company is one of the most prominent options for investors seeking to start a business in Poland since it combines the ease of incorporation that a partnership has with the liability protection of corporations. This is because it has its own diverse legal personality, which allows shareholders to limit their liability to just their share contribution. However, limited liability companies may not freely transfer share ownership and also may not list on stock exchanges, which might make it difficult for them to raise capital. 

An LLC needs at least a shareholder and director of any nationality, a registered office in Poland, and a minimum paid-up capital of PLN5,000. LLCs need to comply with full accounting and financial reporting prerequisites regardless of their size and might also be subject to audits if they surpass certain thresholds. If they have more than 25 shareholders or share capital exceeding PLN500,000 they will also be required to assign a supervisory board. 

Joint-stock company (spółka akcyjna or S.A.) 

Joint-stock companies are split into private or public entities depending on whether they intend to list on Polish stock exchanges. They are usually most established for large business enterprises, or those looking to enter the financial services sector. Much like an LLC, it offers liability protection for its shareholders and directors since it constitutes a different legal entity. But, it is subject to relatively stricter and costlier operation and management requirements since it has the potential to be listed on stock exchanges. 

It also needs at least a shareholder and director of any nationality, a local registered office address, and a minimum capital of PLN100,000, of which 25% must be paid up. Also, it is subject to full accounting and financial reporting requirements. But, unlike LLCs, they are always required to appoint an auditor, and a supervisory board must always be established. At least 3 members must exist in a private company, whilst 5 are expected in a public company. 

Limited Partnership 

Limited partnerships may acquire rights and incur obligations. It is a form of commercial partnership and may be formed by a minimum of two individuals, one as a general partner, and the other as a limited partner. 

Branch offices (oddział) 

A branch office is a different and autonomous part of a business activity that is pursued by a company outside of its registered office or primary place of business. When establishing a branch office, a foreign company may pursue economic activity just within the scope of business pursued by that foreign company. 

Representative offices (przedstawicielstwo) 

Foreign companies may install representative offices, with their registered office in the territory of the Republic of Poland. The extent of activities of a representative office may only include activities comprising of advertising and promoting the foreign company. 

Before deciding on which legal form of business to establish, entrepreneurs should consider the extent of their responsibility, operating costs, and the size of the company. 

Company Incorporation in Poland; how to start 

  1. Step one in the process of incorporating a company in Poland; you need to choose a legal form of your future Polish company. 
  2. Step two; you need to decide on key features of your new company, e.g, name, share capital, representation rules, etc. 
  3. Step three; you need to gather all necessary documents. The selection of documents required for company formation depends on whether you want to invest directly and become a shareholder of Polish Company in person, or invest indirectly and become a shareholder of Polish Company through your foreign company. Compete list of required documents shall be specified with the company registration attorney. 
  4. Final step; you will also need to determine whether to visit Poland to finalize the company incorporation process or run the process remotely and entrust the company formation assignment to a corporate Law Firm. 

Company registration in Poland takes about 2-3 weeks and the registration procedure is straightforward. 

Do you need any help starting a company in Poland?, let’s go ahead together and contact your Damalion expert now to create your company in Poland

Damalion – Luxembourg

Create Your Company in Poland — Frequently Asked Questions (Legal)

For foreign entrepreneurs and investors • This page gives concise legal answers on Poland company formation and compliance. It is not tax or legal advice.

Last updated:
Attention — Poland 2025 highlights:
  • Standard CIT remains 19%; reduced CIT 9% may apply to small taxpayers subject to statutory limits.
  • Financial statements audit thresholds are increased from 1 January 2025; audit required when new size limits are exceeded per law.
  • VAT small-taxpayer domestic exemption limit stays PLN 200,000 in 2025; rise to PLN 240,000 scheduled from 1 January 2026.
  • Structured electronic reporting for CIT (JPK_CIT components) applies from 2025 according to tax administration rules.

Frequently asked questions — legal answers

1) Which legal forms are available for a Polish company?
Common forms for investors are: limited liability company (spółka z ograniczoną odpowiedzialnością, Sp. z o.o.), joint-stock company (S.A.), simple joint-stock company (PSA), partnerships (registered, professional, limited, limited joint-stock), as well as branch or representative office of a foreign company.
2) Can foreign shareholders own 100% of a Polish company?
Yes. Foreign individuals and companies may hold 100% of shares in a Sp. z o.o., S.A. or PSA unless a sector-specific restriction applies (e.g., certain regulated industries).
3) What are the minimum share capitals?
Sp. z o.o.: PLN 5,000. PSA: PLN 1. S.A.: PLN 100,000 (with statutory paid-up rules at incorporation). Contributions may be cash or in kind, subject to valuation rules.
4) Is a local director or shareholder legally required?
No. There is no general residency requirement for shareholders or management board members. Practical local representation may be needed for banking, filings or service of process.
5) What corporate bodies are required?
Sp. z o.o.: management board (one or more members). A supervisory board or audit committee is required only if thresholds set by law are met (e.g., high capital and dispersed shareholding) or if the articles of association provide so. S.A.: management board and supervisory board are mandatory. PSA: board of directors or dualistic model, per statute.
6) How do we incorporate?
By notarial deed (bespoke articles) filed to the National Court Register (KRS) via the Court Register Portal, or via the state S24 online system using standard articles. Registration assigns KRS number; tax ID (NIP) and statistical number (REGON) follow.
7) How long does registration take?
Indicative timelines: S24 filings typically a few business days once documents and e-signatures are complete; notarial filings can take longer due to drafting, notarisation and court processing. Bank account onboarding may add time.
8) What must the corporate name include?
The legal form must appear (e.g., “spółka z ograniczoną odpowiedzialnością” or “Sp. z o.o.”; “spółka akcyjna” or “S.A.”; “prosta spółka akcyjna” or “PSA”). Names must be distinguishable in KRS and comply with public order rules.
9) What activities can a standard company carry on?
Any lawful business within its registered PKD (NACE) codes and not subject to specific licensing (e.g., banking, insurance). Regulated activities require permits or notifications before commencement.
10) What are the tax rates for companies?
Corporate income tax (CIT) standard rate 19%. A 9% CIT rate may apply to eligible small taxpayers on qualifying income. The “Estonian” CIT (lump-sum on company income) is optional for eligible entities subject to strict conditions.
11) Do we have to register for VAT?
Polish VAT registration is generally required before performing VAT-taxable supplies. Domestic small taxpayers may apply an exemption up to PLN 200,000 annual sales in 2025; non-residents performing taxable supplies must register regardless of turnover. Planned rise to PLN 240,000 takes effect from 1 January 2026.
12) What accounting and audit rules apply?
Polish GAAP under the Accounting Act, or IFRS where permitted. From 2025, higher statutory audit thresholds apply. An audit is mandatory when the law’s size criteria are met (two of three financial/employee limits) or for public interest entities and S.A.
13) What are the annual filing duties?
Prepare annual financial statements; approval by shareholders’ meeting within statutory deadlines; electronic filing to the Financial Documents Repository (KRS e-system). Corporate income tax return and any other statutory reports must be filed on time. From 2025, additional structured electronic data (JPK_CIT) may apply.
14) What about beneficial ownership (CRBR)?
Companies must report ultimate beneficial owners to the Central Register of Beneficial Owners (CRBR) within the statutory deadline after KRS entry and update changes within the statutory period. Monetary fines apply for failures.
15) Are remote incorporations possible?
Yes. S24 allows fully online incorporation using qualified electronic signatures. Notarial deeds can be handled with powers of attorney if formalities are met. Banks may still request in-person verification.
16) Can the company employ foreign directors or staff?
Yes, subject to immigration and labour law. Work/residence permits may be required depending on nationality and role. Employment contracts must follow Polish labour standards.
17) Are dividends subject to withholding tax?
Polish domestic withholding on dividends to non-residents generally applies at statutory rates unless reduced/exempt under EU directives or double tax treaties, subject to documentation and anti-abuse rules. Domestic distributions to Polish individuals are taxed per PIT rules.
18) What about substance and registered office?
The company needs a registered office in Poland, proper corporate records, and governance consistent with law and its articles. Substance is assessed case-by-case for tax and regulatory purposes.
19) Can we convert or restructure later?
Polish law permits transformations (e.g., Sp. z o.o. ↔ S.A. ↔ PSA), mergers, divisions and cross-border operations in line with EU rules, subject to creditor protection and filing formalities.
20) What are typical set-up costs and state fees?
State court fees and publication fees apply on KRS entry; notarial fees apply to notarial deeds and capital changes; registered share capital must be paid per law. Professional and banking fees are separate.

Related reading on Damalion

  • Create Your Company in Poland (this page)
  • Corporate structuring
  • Export-Import using a Polish z.o.o.
  • Register your Limited Liability Company in Poland (Spółka z ograniczoną odpowiedzialnością)
10 Best Things to Do in Warsaw, Poland in 24 Hours

Maximize a tight schedule with official, easy-to-reach highlights clustered around Śródmieście.

  1. Warsaw Uprising Museum – essential WWII history. Jump to map
  2. Royal Castle in Warsaw – state rooms & Polish heritage.
  3. POLIN Museum of the History of Polish Jews – award-winning narrative museum.
  4. Łazienki Królewskie (Royal Łazienki Park) – palaces, gardens, Chopin monument.
  5. Old Town & Market Square – UNESCO-listed heart of Warsaw.
  6. Wilanów Palace & Gardens – “Polish Versailles.”
  7. Palace of Culture and Science – observation terrace over the skyline.
  8. Copernicus Science Centre – interactive science hub on the Vistula.
  9. Fryderyk Chopin Museum – life and works of Chopin.
  10. Vistula Boulevards – riverside walk, cafés, and views.

Back to list

10 Best Hotels in Warsaw, Poland

  1. Raffles Europejski Warsaw – iconic luxury next to the Old Town.
  2. Hotel Bristol, a Luxury Collection Hotel – historic landmark on Krakowskie Przedmieście.
  3. InterContinental Warsaw – skyline views, top-floor pool.
  4. Sofitel Warsaw Victoria – refined stay by the Saxon Garden.
  5. Warsaw Marriott Hotel – central hub near Warszawa Centralna.
  6. Nobu Hotel Warsaw – design-led luxury in a creative district.
  7. PURO Warszawa Centrum – contemporary boutique close to Nowy Świat.
  8. H15 Boutique Hotel – upscale suites in a restored residence.
  9. Sheraton Grand Warsaw – business-friendly near Plac Trzech Krzyży.
  10. Regent Warsaw Hotel – quiet location by Łazienki Park.
  • Graphic – Luxembourg
  • Graphic – Luxembourg
  • Graphic – Luxembourg

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