When starting a business in Poland, proper registration is a fundamental step to ensure legal operation and access to full business rights. Registering your company with the appropriate authorities not only legitimises your activity but is also essential for tax purposes, compliance with labour regulations, and participation in public tenders or obtaining financing.
The process of company registration in Poland is governed by the provisions of the Commercial Companies Code (Kodeks spółek handlowych) and other related acts. The most important administrative step involves registration in the National Court Register (Krajowy Rejestr Sądowy – KRS), which is maintained by district courts.
Legal Forms of Business Entities in Poland
In Poland, entrepreneurs can choose from several types of business entities, depending on their objectives, the scale of operations, liability preferences, and financial capacity. Selecting the appropriate legal structure is a crucial step in company formation in Poland, as it directly affects taxation, liability, and administrative obligations.
Limited Liability Company (Spółka z ograniczoną odpowiedzialnością, Sp. z o.o.)
A Limited Liability Company is one of the most popular legal forms among both Polish and foreign entrepreneurs due to its flexibility and limited liability for shareholders. It requires a minimum share capital of PLN 5,000.
Joint-Stock Company (Spółka Akcyjna, S.A.)
A Joint-Stock Company is typically used for larger enterprises and companies planning to list on the stock exchange. It requires a minimum share capital of PLN 100,000 and a more formalised governance structure.
Limited Joint-Stock Partnership (Spółka komandytowo-akcyjna, S.K.A.)
The Limited Joint-Stock Partnership combines features of a partnership and a corporation. It requires at least one general partner with unlimited liability and shareholders whose liability is limited to their investment. The minimum share capital is PLN 50,000. This form is suitable for larger ventures seeking capital without granting management control to shareholders.
Partnerships
These include Civil Partnerships (Spółka cywilna), Registered Partnerships (Spółka jawna), Professional Partnerships (Spółka partnerska), and Limited Partnerships (Spółka komandytowa). Partnerships are commonly chosen by smaller enterprises or professional service providers.
Sole Proprietorship (Jednoosobowa działalność gospodarcza)
Sole Proprietorship is the simplest and fastest form to register, suitable for individuals conducting low-risk business activities. It is registered in the Central Register and Information on Economic Activity (CEIDG).
Each legal form differs in terms of liability, taxation, and registration requirements. For example, shareholders in a Sp. z o.o. are not personally liable for the company’s debts, whereas partners in a civil partnership may bear full liability. Capital requirements also vary significantly, and tax obligations depend on whether the entity is subject to personal or corporate income tax. Therefore, choosing the appropriate form is a strategic decision that should consider both legal and financial implications.
How to register a company in Poland?
In order to establish a company in Poland, it is necessary not only to sign articles of association and additional documents, but most importantly to register the company in the Register of Entrepreneurs of the National Court Register kept by the commercial divisions of the district courts.
Applications to the National Court Register as of July 1, 2021 are submitted exclusively online via the Court Register Portal (PRS).
Submission of an application by the PRS is combined with the need for a qualified electronic signature or an EPUAP trusted profile.
In the absence of a signature of the persons representing the company, the application may also be submitted by a legal representative – in this case, a power of attorney must be attached to the application, along with proof of payment of stamp duty.
The competent court for registration matters is the district court (commercial court) with jurisdiction over the seat of the subject (registration court).
How much does it cost to register a company?
Along with the application for entry of the company, a court fee (PLN 600) and a fee for publication in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) must be paid (PLN 100). The application can be paid by traditional transfer or by payment card.
What documents are needed to register a company with the National Court Register?
In addition to the Articles of Association, the application should be accompanied by additional documents such as:
- a statement of the board of directors on contributions to the capital,
- the list of shareholders,
- consents of members of the company’s bodies to the appointment,
- lists of addresses of members of the bodies and shareholders,
- a statement whether the company is a foreigner under the provisions of the Law on Acquisition of Real Estate by Foreigners (Ustawa o nabywaniu nieruchomości przez cudzoziemców),
- a statement whether the company owns real estate.
How long does it take to register a company with the National Court Register?
According to the regulations, the registry court should register the company within 7 days of the receipt of applications. However, this is an instructional deadline, which means that the court does not bear any consequences for failing to meet the deadline.
In practice, you have to wait about a month to register a company with the National Court Register, and even a couple of weeks longer during vacation months.
What Comes After Company Registration in Poland? Tax Identification and Business Accounts
Obtaining a NIP and REGON
After the company is successfully entered into the National Court Register (KRS), it is automatically assigned a Tax Identification Number (NIP) and a National Business Registry Number (REGON) by the competent authorities. These identifiers are crucial for fulfilling tax obligations, issuing invoices, and reporting to statistical and governmental institutions.
The data is transmitted electronically by the court to the tax office and the Central Statistical Office (Główny Urząd Statystyczny – GUS). No separate applications are required, unless the company plans to apply for VAT registration, in which case a VAT-R form must be submitted.
VAT Registration (When Applicable)
Businesses that expect to exceed the annual turnover threshold of PLN 200,000 or those intending to trade with EU entities must register for VAT. Voluntary VAT registration is also possible and often recommended for B2B service providers.
The registration is completed by submitting the VAT-R form to the competent tax office, along with supporting documents such as the Articles of Association, bank account confirmation, lease agreement (if applicable), and identification documents. The process usually takes between 7 and 14 days.
Opening a Company Bank Account in Poland
A company bank account is required for handling business transactions, paying taxes, and receiving payments. Although it is not mandatory at the time of registration, a functional account is necessary for VAT registration and operational efficiency.
Most banks require the company’s KRS number, NIP, REGON, Articles of Association, and identification documents of the board members. In-person identification may be required, especially for foreign shareholders or directors.
Employment Registration and ZUS
If the company plans to hire employees or if the managing board members are subject to social insurance contributions, it must register with the Social Insurance Institution (Zakład Ubezpieczeń Społecznych – ZUS).
This involves filing the ZUS ZFA (payer’s registration form) and ZUS ZUA/ZZA forms for each insured person. The registration must be completed within 7 days of the start of employment or the occurrence of the insurance obligation.
5 Legal and Practical Tips for Foreign Entrepreneurs in Poland
1. Language and Notarisation Requirements
Foreign founders should ensure that all official documents, including powers of attorney and Articles of Association, are prepared in Polish or accompanied by certified translations. Notarial deeds must be executed before a Polish notary, and in some cases, notarised foreign documents may require an apostille or consular legalisation.
2. Need for Local Address or Polish Representative
Every company in Poland must have a registered office address. If the foreign founder does not reside in Poland, appointing a local representative for service of documents is often required, especially during VAT registration or when dealing with public institutions.
It is advisable to rent a virtual office or co-working space if a physical location is not immediately available.
3. Foreigners and Real Estate Ownership
If the company is considered a “foreigner” under the Law on Acquisition of Real Estate by Foreigners, it may need to obtain a permit from the Ministry of the Interior and Administration to purchase property in Poland.
This requirement applies in specific cases, such as when the company is controlled by non-EEA nationals. The assessment should be made at the time of incorporation, especially if real estate transactions are anticipated.
4. PESEL and Trusted Profile (Profil Zaufany) Requirements
Foreign entrepreneurs often face delays due to the lack of a PESEL number, which is necessary to obtain a Profil Zaufany – a secure digital signature used for public administration services. Although not legally required for company registration, having one greatly facilitates interactions with Polish authorities, including tax and court systems. GLC can assist with the PESEL application and trusted profile setup process.
5. Tax Residency and Double Taxation Agreements
Foreign owners should consider whether their involvement in a Polish company affects their personal or corporate tax residency status. Poland has concluded numerous double taxation treaties (DTTs), but compliance depends on proper structuring and reporting. Legal advice is highly recommended to avoid unexpected tax liabilities in either jurisdiction.
7 Common Mistakes to Avoid During the Company Incorporation Process
1. Missing Documents During Company Incorporation
One of the most common reasons for delays or rejection of a registration application is the omission of required attachments. These include statements of consent from board members, shareholding lists, and declarations related to foreign ownership. A thorough checklist is essential.
2. Incorrect Use of Electronic Signatures
Documents submitted via the PRS must be signed with a qualified electronic signature or the trusted profile (Profil Zaufany). Submitting files with improper or unverified signatures results in immediate rejection of the application. Foreign founders should ensure their electronic signatures are recognised in Poland or engage a proxy.
3. Non-Compliance with Capital Contribution Requirements
In the case of capital companies, failure to pay the required share capital before submission of the registration application may lead to legal liability. The management board must confirm that all contributions have been made, and in some cases, proof of payment should be retained for inspection.
4. Failure to Specify the Correct PKD Codes
Selecting inaccurate or overly broad PKD (Polish Classification of Activities) codes can lead to difficulties with VAT registration or regulatory compliance. The primary business activity must be clearly and correctly defined to avoid complications with tax authorities and statistical reporting.
5. Incorrectly Indicating the Company’s Registered Address
Providing an address without having legal access (e.g. lease or ownership) may result in the rejection of the application. The company must have a valid and verifiable registered office, and supporting documents should be readily available if requested.
6. Not Appointing All Required Company Bodies
In entities such as a Sp. z o.o. or S.A., failure to appoint a management board or supervisory board (if required by law or the Articles of Association) may prevent the registration from being processed. Each appointed member must provide a signed consent to act.
7. Overlooking Foreign Ownership Declarations
If any shareholder or board member qualifies as a “foreigner” under Polish law, failure to include the relevant declarations can delay the registration. This is particularly relevant when the company intends to own or acquire real estate in Poland.
Company Formation Process in Poland with GLC. How Can We Help You?
Our company formation services not only facilitate this process but also open doors to potential business successes. Through our experience, commitment, and comprehensive approach, we strive to provide our clients with not only formal registration but also a solid foundation for the growth of their business and professional accounting services.
Our Services for Company Formation in Poland
- Legal and tax advice at the design stage of the business,
- Assistance in choosing the legal form of the company,
- Drafting and amending company statutes in response to changes in corporate law and business needs,
- Preparation of documentation – company agreements, investment agreements, shareholder agreements, internal procedures,
- Adapting corporate documents to legal requirements,
- Preparation of additional documents necessary for company establishment,
- Representing the client in company registration process at the notary,
- Representing the client in proceedings to register the company in the National Court Register,
- Support in additional activities related to company registration – NIP8 form, VAT registration,
- Support in registration in the Central Register of Beneficial Owners.
Contact Us about Company Formation in Poland
Interested in starting a business in Poland? Contact us at GLC to schedule a no-obligation consultation with one of our legal or accounting professionals.
Let us help you make your Polish business venture a success.
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