Foreigner without TRC
Sole proprietorship (JDG) requires a residence card. Sp. z o.o. doesn't. Can be 100% foreign-owned.
Polish LLC in 7-10 days - KRS, NIP, REGON, VAT, bank account
Sp. z o.o. (limited liability company) is the most popular Polish company form for foreign founders. Minimum capital 5,000 PLN, liability capped at the contribution, available without a residence card. We register via S24 in 24 hours or via notary in 5-7 days. Includes Warsaw registered office, account opening at mBank/ING/PKO, VAT registration and ZUS setup.
The go-to vehicle for non-EU founders. No TRC required, manageable from abroad, ring-fences personal assets.
Sole proprietorship (JDG) requires a residence card. Sp. z o.o. doesn't. Can be 100% foreign-owned.
Liability limited to capital contribution. Company debts don't cascade to shareholders (except board liability for negligence).
Share classes, voting asymmetry, ESOP plans, special exit / inheritance terms.
EU VAT number, OSS/IOSS, accepted by enterprise procurement.
5% IP Box for software IP. Estonian CIT defers tax until dividend payout - Sp. z o.o. only.
Active Sp. z o.o. (revenue, 2+ employees) - basis for self-employed residence permit.
From first call to full operations - 7-14 business days.
Structure, taxes (CIT / Estonian / IP Box), PKD codes. S24 vs notary.
PKD, shares, board, representation, dividend policy.
S24 - Polish trusted profile or qualified e-signature. Notary - in person or by power of attorney.
KRS issues number, NIP, REGON automatically.
Beneficial owner register. Up to 1M PLN fine for late filing.
mBank, ING, PKO, Pekao, Santander. KYC, video verification.
VAT-R. Exemption up to 240k PLN. EU - VAT-UE mandatory.
When hiring - ZUS-ZPA and ZUS-ZUA per employee.
Most paperwork prepared by us.
Where registration really loses time and what most often slips through in the first two weeks after the KRS entry.
A typical story: someone fills in the S24 form themselves and cannot submit it. Signing with a Profil Zaufany requires a PESEL. Without one there are two routes: a qualified electronic signature (podpis kwalifikowany) issued on a passport, or articles of association signed before a notary. The signature involves video verification and stays useful later, for CRBR and tax filings. A notary is needed when the articles contain non-standard terms.
Once the signatures are in place, the KRS usually rules on an S24 application within 1-3 working days, sometimes the same day. The notarial route depends on the workload of the notary and the court: from a few days to a couple of weeks. Our full path from first call to KRS entry usually takes 5-10 working days. Most of that time goes into preparation: the signature, the articles, PKD codes and tax decisions.
Since 2025 the new PKD 2025 classification applies. Codes copied from old guides may be rejected, or may not cover what the company actually does. A common mistake is picking one narrow code just in case. We select a main code and several additional ones to cover what the company will do over the next few years. You can add codes later, but that is a separate KRS change with its own fee.
A KRS number is only half the job. Next come the deadlines most often missed by people who registered on their own: 21 days from the KRS entry for NIP-8 at the tax office, 14 days to report the beneficial owner to CRBR. The 0.5% PCC on the share capital (about 24 PLN on 5000 PLN) must be declared and paid within 14 days of signing the articles, not of the KRS entry: on the notarial route this deadline can pass before the court rules. In parallel we settle VAT-R. We put these steps into the plan from day one so the company does not start with a fine.
If the shareholder is a foreign company, S24 is out: you need a notary, an apostille and a sworn translation of its founding documents. For a foreign individual the hurdle is different - the bank account. Banks treat non-residents differently, and without a residence card they more often ask for a branch visit and extra documents. The 5000 PLN capital is paid into the account, and we keep the payment confirmation because the KRS needs it.
If the company has a single shareholder, ZUS treats that person as self-employed and contributions run from the first month. With two or more shareholders, holding shares alone does not trigger contributions. We choose the structure before the articles are signed, not after. One more thing: by law a PESEL is needed neither for registration nor for a board seat, but in practice the bank, ZUS and KRS filings require it, so we obtain it in parallel, in 7-14 days.
Fixed turnkey price. State fees billed separately.
* State fees: KRS 250 PLN (S24) or 500 PLN (notary). The notarial deed of the articles at 5,000 PLN capital costs at most 160 PLN net under the official notary tariff, plus VAT and copies.
Yes. S24 - Polish trusted profile or qualified signature (issued remotely in 1-2 days). Notary - power of attorney signed before a Polish consul or notarized + apostille.
Consultation 300 PLN, credited towards the fee. Registration from 1,500 PLN, turnkey with bank and VAT from 2,300 PLN.