Any foreigner, and any foreign company, can own and run a spółka z ograniczoną odpowiedzialnością (sp. z o.o.), the Polish limited liability company. No residence permit or Polish address is needed for shareholders or board members (art. 4(3) of the Act on foreign entrepreneurs). You need 5,000 PLN of share capital and a registered office address in Poland. Online registration through S24 costs 350 PLN in fees: 250 PLN court fee plus 100 PLN for the announcement in Monitor Sądowy i Gospodarczy. With articles drafted by a notary, the court and announcement fees come to 600 PLN, plus the notary's fee.
Registration is the easy part. Most problems start afterwards: the beneficial owner filing, the director's right to work in Poland, ZUS for a single shareholder and VAT.
S24 or a notary
| S24 (online template) | Notary (notarial deed) | |
|---|---|---|
| Court fee | 250 PLN (art. 52(2) of the court costs act) | 500 PLN (art. 52(1)) |
| Announcement in MSiG | 100 PLN | 100 PLN |
| Notary fee | none | capped by regulation, plus 23% VAT |
| Tax on the articles (PCC) | 0.5% of the share capital, you file PCC-3 within 14 days | 0.5%, collected by the notary |
| Articles of association | fixed template with a few options | drafted for you |
| Capital contributions | cash only | cash or in kind (equipment, IP, shares) |
| How founders sign | qualified e-signature, Profil Zaufany or e-dowód | in person before a Polish notary, or by a proxy with a notarised power of attorney |
On 5,000 PLN of capital the PCC comes to about 23 PLN, because the court fees are deducted from the tax base.
S24 suits natural persons who can sign electronically and accept the template. Profil Zaufany needs a PESEL, but a qualified electronic signature does not: a founder from the US, India or Turkey can buy one from an EU trust service provider and register from abroad. Our guide to S24 without a PESEL goes through that route step by step.
Use a notary when a foreign company is a shareholder, when you contribute anything other than cash, or when you need rules the template doesn't offer: share transfer restrictions, preferred shares, vesting for a co-founder or a supervisory board.
Setting up a Polish subsidiary of a foreign company
Say a Delaware corporation wants a Polish sp. z o.o. to employ developers in Warsaw. In practice it goes through a notary:
- The parent's board passes a resolution to create the company and appoints someone to sign: one of its directors, or an attorney under a power of attorney.
- The parent gets a document proving it exists and who represents it, such as a certificate of good standing or a register extract. Both that document and the power of attorney need an apostille (the US, the UK, India and Turkey are all in the Apostille Convention) and a sworn translation into Polish.
- The signatory signs the articles before a Polish notary. The notary can usually work with a signatory who doesn't speak Polish if a sworn interpreter is present.
- The board files the registration application with the KRS electronically through the court register portal (Portal Rejestrów Sądowych).
The parent then appears in the KRS as the sole shareholder, and the company gets its NIP and REGON numbers with registration.
Who can sit on the management board
There is no residency or nationality requirement for board members (zarząd). The whole board can live abroad. The question is different: can a non-EU board member work in Poland?
- Short visits: under art. 39 of the 2025 Act on employing foreigners, no work permit is needed for a board member who stays in Poland for no more than 6 months in any 12 in connection with that function.
- Longer stays: the board member needs either a work permit for a board function (art. 36) or a temporary residence permit for business under art. 142(3) of the Act on Foreigners. The work permit expects the company to have earned at least 12 times the average monthly salary in its voivodeship in the previous tax year and to have employed, for at least a year, two full-time workers on open-ended contracts who are Polish, EU citizens or other foreigners with free access to the labour market. The residence permit asks for one of those two. Both accept, as an alternative, proof that the company's funds or activity (investment, technology transfer, new jobs) will meet the conditions in the future.
A newly registered company meets neither number, so the case rests on the business plan and the money already put in. How that works for a residence card is in our article on business-based residence permits.
The first 30 days after registration
| Deadline | What to do |
|---|---|
| within 7 days of registration (S24 only) | pay the share capital into the company account |
| within 14 days of signing the articles (S24 only) | file PCC-3 and pay the 0.5% tax |
| within 14 working days of the KRS entry | report the beneficial owners to the CRBR register |
| before the first invoice with VAT | register for VAT with VAT-R, and for EU transactions as VAT-UE |
| before the first salary | register employees with ZUS |
| from day one | keep full accounting records |
The CRBR filing is free and online, but the deadline is short and the fine for missing it can reach 1,000,000 PLN; our CRBR guide covers who counts as a beneficial owner when the shareholder is a foreign company.
VAT
A new company may stay exempt from VAT until its sales exceed 240,000 PLN a year (art. 113 of the VAT Act, threshold in force since 2026). The exemption doesn't apply to some businesses at all, including legal services and advisory services (art. 113(13)). In practice most B2B companies register for VAT from the start: Polish business clients expect VAT invoices, and you can deduct VAT on your own costs. Providing services to clients in other EU countries requires VAT-UE registration.
ZUS: the trap for single-shareholder companies
Social security depends on how you are connected to the company:
| Your role | ZUS |
|---|---|
| Sole shareholder (one person holds all shares) | full ZUS contributions as if self-employed, from the KRS entry date; the reduced start-up rates for new sole traders don't apply |
| One of two or more shareholders, no pay from the company | no ZUS for being a shareholder |
| Board member paid under an appointment resolution only | health contribution (składka zdrowotna) on that pay, no social contributions |
| Board member on an employment contract with the company | full employee ZUS paid through payroll |
The sole shareholder rule comes from art. 8(6)(4) of the Social Insurance Act. It also applies to a non-resident sole shareholder who never sets foot in Poland, unless an EU coordination rule or a social security agreement points to another country. A foreign parent company as sole shareholder doesn't trigger it, which is one reason founders sometimes hold shares through a holding company. That is a tax and structuring question for an adviser, not something to decide from a blog post.
Accounting and annual reporting
A sp. z o.o. keeps full accounting (pełna księgowość) from the first day. The financial statements are prepared within 3 months of the year end, approved by the shareholders within 6 months and filed with the KRS electronically. CIT is 9% for small taxpayers and in the first year of activity, 19% otherwise; the CIT-8 return is due by the end of the third month after the tax year. Estonian CIT, where tax is paid only on distributed profit, is an option many owner-run companies look at.
The annual filings have to be signed electronically by the board members. A director without a Polish PESEL needs a qualified electronic signature for that as well.
A minimum budget
| Item | S24 | Notary |
|---|---|---|
| Court fee and MSiG announcement | 350 PLN | 600 PLN |
| PCC on 5,000 PLN capital | about 23 PLN | about 23 PLN |
| Notary fee | none | per notary's quote, plus VAT |
| Apostilles and sworn translations of foreign documents | usually none | needed for a foreign shareholder |
| Share capital (stays with the company) | 5,000 PLN | 5,000 PLN |
| Bookkeeping | monthly, from the first month | monthly, from the first month |
Common mistakes
- Registering as the sole shareholder without knowing about ZUS. The first ZUS demand arrives months later, backdated to the KRS entry.
- Missing the CRBR deadline because nobody told the foreign parent about it.
- Paying the capital late after S24 registration.
- A non-EU director moving to Warsaw on the strength of the board seat and starting work without a permit or a residence card. Board membership on its own doesn't authorise working in Poland beyond 6 months a year.
- Choosing VAT exemption for an advisory business that can't use it.
How we can help
We set up sp. z o.o. companies for foreign founders and parent companies from 1,500 PLN, including articles, the KRS filing and the CRBR report; the specialist confirms the final price once the structure is clear. Accounting is available from 700 PLN a month and help with a business bank account from 800 PLN.
Register your company in Poland
This article is general information and not legal or tax advice for your case.
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