Company Formation in Poland
Company formation in Poland
Some honest preface, before we get into procedure.
Before reading further: most of what is written online about Polish company formation is wrong on two counts. First, it is written by marketing teams who have never actually filed an S24 application — so the procedural detail is roughly correct but the friction points are missing. Second, it tries to be everything to everyone, and ends up describing the textbook situation while the actual situation a foreign founder lands in is some specific variant of it.
This page is written from inside the work. We register companies in Poland a few times every week. Some of what follows will sound contrarian relative to other guides — that is intentional. The bits where we disagree with the consensus are the bits we have actually seen go wrong.
Three things we will tell you upfront that other guides do not:
- “Company formation agent” is a meaningful term in Polish company-formation work, and most foreign clients who use one save themselves three weeks and an undefined number of confused emails. The decision is not “should I use a formation agent” — it is “which one, and what is included”.
- The Polish sp. z o.o. is the EU equivalent of a German GmbH or a UK Ltd or a US LLC. If you have worked with any of those, the Polish version will feel familiar — only the registration procedure is different. We get asked the GmbH equivalence question often enough that there is a section about it below.
- “Company setup consultants” and “company registration consultants” are not clearly distinguished terms in international English, and what you actually want is someone who handles the full process end-to-end including banking introductions. Half-service providers who hand you a registered company and wish you well is a common pattern that creates problems six weeks later when no Polish bank wants to onboard your foreign-director sp. z o.o. without a local introducer.
What follows is the procedural detail. The opinionated bits are flagged.
| Company type | Sp. z o.o. (limited liability company) |
| Minimum share capital | PLN 5,000 (~€1,150) |
| Registration timeline | 24–48 hours once filed via S24 |
| What you provide | Company name + passport |
| What we handle | PESEL, qualified e-signature, Articles of Association, KRS (Polish Company Registry) filing, NIP, REGON, CRBR (UBO Register), bank account |
| In-person or remote | Both — come to Warsaw or stay where you are |
| Experience | Almost 30 years, 2,000+ companies |
You provide a company name and your passport. We handle everything else — the PESEL, the qualified electronic signature, the Articles of Association, the KRS (Polish Company Registry) registration, the bank account. In person in Warsaw or fully remote from anywhere in the world.
Zalewski Consulting has been helping foreign investors register companies in Poland for almost 30 years. Over 2,000 Polish companies formed and counting. Company formation is not one service among many for us — it is our core business. The Polish system has changed many times in those years: different registries, different regulations, different forms. What has not changed is the fact that foreign clients need someone on the ground in Poland who actually knows what they are doing, speaks their language, and can get a company registered without the client having to learn how the Polish bureaucracy works.
If you are looking to start a company in Poland — whether you are an entrepreneur entering the EU market, a corporation establishing a Polish subsidiary, a real estate investor who needs a local entity, or someone who simply needs a Polish sp. z o.o. and does not want to figure out the system alone — this page explains how company incorporation in Poland actually works, step by step, with nothing hidden.
Why Poland? Why a Sp. z o.o.?
Poland is the sixth-largest economy in the European Union with an unbroken record of GDP growth that stretches back decades — the only EU member state to avoid a recession during the 2008 financial crisis. The market is large (38 million people), the cost base is lower than Western Europe, and any company registered here has immediate access to the entire EU single market.
Corporate taxation is competitive. New and small companies — those with annual revenue below €2 million — qualify for a reduced 9% corporate income tax (CIT) rate. Poland also allows 100% foreign ownership of a sp. z o.o. with no requirement for a local director or Polish co-shareholder. The minimum share capital is PLN 5,000 — roughly €1,150 — which makes the barrier to entry among the lowest in the EU.
Around 42,000 companies in Poland are currently owned by foreign investors. Setting up a company in Poland is not an unusual or experimental path — it is a well-established route used by businesses of every size, from one-person startups to multinational holding structures.
What Is a Sp. z o.o.?
The sp. z o.o. — spółka z ograniczoną odpowiedzialnością — is the Polish equivalent of a private limited liability company. It is by far the most common structure chosen by foreign investors setting up a business in Poland, and for good reason. The shareholders’ liability is limited to the value of their shares. The structure is straightforward to incorporate, easy to manage, and flexible enough to serve anything from a small trading operation to a complex multi-entity holding.
If you have worked with a UK Ltd, a German GmbH, or a US LLC, the sp. z o.o. will feel familiar. The main differences are procedural, not structural — the KRS (Polish Company Registry) registration system, the PESEL requirement, the qualified electronic signature — and those are precisely the things we handle for you.
Other company types do exist in Polish law. The joint-stock company (S.A.) is used for larger ventures or where a public listing is planned. The simple joint-stock company (PSA), introduced more recently, is designed for startups and venture-backed structures. Partnerships — general (sp. j.), limited (sp. k.), and limited joint-stock (S.K.A.) — are available but rarely chosen by foreign investors because they do not provide the same liability protection. If your situation calls for something other than a sp. z o.o., we will tell you during the initial consultation. For the vast majority of foreign clients, though, the sp. z o.o. is the right answer.
What Is Included in Our Company Formation Service
When you engage us for company registration in Poland, the following is included in the service:
Before registration:
Company name availability check — we verify that your chosen name is not already taken or confusingly similar to an existing entity in the KRS (Polish Company Registry). Articles of Association drafted by us, based on a short consultation where we discuss your business activity, shareholder structure, and any specific provisions you need. PKD (Polish Classification of Activities) codes — these are the official codes that define what your company is allowed to do in Poland; we advise and assign the correct codes so you do not need to learn the classification system yourself. Share capital structure recommendation — default is PLN 5,000 unless you have a reason to set it higher.
Registration itself:
PESEL number acquisition for every director who requires one. Qualified electronic signature device — obtained in person or activated remotely, depending on which procedure you choose. Full S24 filing — the complete company registration through the Polish Company Registry online system. This results in your company being entered in the KRS (Polish Company Registry), with NIP (tax identification number) and REGON (statistical number) assigned automatically.
After registration:
CRBR (Centralny Rejestr Beneficjentów Rzeczywistych — the UBO Register) filing. We file this immediately upon registration, not in 7 days, not “as soon as possible” — immediately. VAT registration — if you need Polish VAT and/or EU VAT numbers, we arrange this. Taxation optimisation consultation. Bank account opening assistance at Polish banks — in person, as many banks as you wish to visit, for as long as you stay in Warsaw. For remote clients, a Revolut Business or equivalent international payment account setup at no additional charge.
Additional services we provide (charged separately, by usage):
Registered office address in Poland (virtual office) — we receive and scan all incoming mail, forward it by email, and translate government correspondence to English. Premium Polish landline telephone number, with the option to divert calls worldwide. Remote bank account opening at a Polish bank (limited availability through our introducer relationships). Accounting and bookkeeping — ongoing, tailored to your company’s activity. Corporate secretarial services — annual filings, KRS (Polish Company Registry) changes, general company administration.
How Business Registration in Poland Works — Step by Step
All company registration in Poland is processed through S24 — the Polish Company Registry online system. S24 is operated entirely in Polish. To use it, you need two things: a Polish identity number (PESEL) and a qualified electronic signature device. Most foreign investors have neither. We obtain both for you.
There are two ways to proceed: come to Warsaw in person, or handle everything remotely using a Power of Attorney.
Option I — In-Person in Warsaw
The fastest route. If you come to Warsaw with your passport, we can have your company filed for registration the same day.
Step 1 — Consultation and preparation.
We sit down together. You tell us the company name you have in mind. We discuss the scope of business activities, the shareholder structure, the share capital — and we draft the Articles of Association. All you need to bring to this meeting is your passport. We handle the rest of the paperwork. If you already know exactly what you want, this conversation takes thirty minutes. If you need more guidance — on structure, on activity codes, on the right share capital — we will take the time. There is no extra charge for the consultation.
Step 2 — PESEL.
We accompany you to the relevant authority in Warsaw to obtain your Polish identity number (PESEL). This is a standard bureaucratic procedure that takes usually an hour, depending on the queue. If you already hold a valid PESEL — from a previous stay, a residency permit, or any other Polish interaction — we skip this step entirely.
Step 3 — Qualified electronic signature.
We take you to an authorised electronic signature provider where your identity is verified and your signature device is issued. A point worth emphasising: this is not DocuSign. It is not an email certificate. It is not any kind of commercial e-signature product. Polish law requires a specific class of cryptographic device, issued by a government-approved provider, linked to your PESEL. You will need this device for the registration itself and for all future dealings with the KRS (Polish Company Registry) — including signing annual accounts. We set it up once, and it serves you for years. If you already have a valid qualified electronic signature device, this step is skipped.
Step 4 — S24 filing.
Using your qualified electronic signature, we create your S24 account and file the complete company registration. The Articles of Association are signed electronically. The application is submitted to the KRS (Polish Company Registry). Processing takes 24–48 hours — after which your company officially exists.
What happens after filing:
The KRS publishes your company entry. NIP and REGON numbers are assigned automatically. We file the CRBR (UBO Register) report immediately — the law gives you 7 days, but there is no reason to wait. If you have asked us to register the company for Polish VAT or EU VAT, we proceed with that in parallel. Once the KRS (Polish Company Registry) entry is live and your company’s details are publicly visible, we accompany you to banks to open your business accounts. Bank account opening assistance is included in the price, for as many banks as you wish to visit.
Total timeline: The consultation, PESEL, electronic signature, and S24 filing can all be completed in a single day. The KRS (Polish Company Registry) processes the registration within 24–48 hours after that — but you do not need to stay in Warsaw and wait. You can fly home the same evening if you wish. We handle the CRBR (UBO Register) filing and everything else that follows remotely on your behalf. The only reason to stay longer is if you want to open bank accounts in person — which requires your KRS (Polish Company Registry) entry to be published first (24–48 hours). Many of our clients come for two days: day one for the formation, day two for the banks. Others prefer to come back for banking at a later date, or arrange it remotely.
Option II — Fully Remote
If you cannot travel to Poland — or prefer not to — the entire company formation process can be completed remotely. You do not need to set foot in Poland at any point.
Step 1 — Documents from you.
After the initial consultation (which we conduct by video call, phone, or email — whichever you prefer), we send you a Power of Attorney (POA) and the Articles of Association for your review. You:
Print and sign the POA. Prepare a notarised copy of your passport.
The notarisation must be done by a classic notary public — whatever country you happen to be in at the time. You do not need to be in your home country; any notary public anywhere will do. Online notaries, lawyer or solicitor certifications, and private certifications are not accepted. An apostille is not required.
Step 2 — Courier to Warsaw.
You send the signed POA and notarised passport copy to our Warsaw office by standard international courier. DHL, FedEx, UPS — whichever service is convenient.
Step 3 — We act the same day.
The day we receive your documents, we begin. We obtain your PESEL and collect your qualified electronic signature device from the authorised provider. There is no waiting period on our side. Every step is handled the day the relevant documents arrive.
Step 4 — Identity confirmation.
The electronic signature provider issues a statement confirming your identity. We send this document to you by email. You take it to a notary public (same rules as step 1 — a standard notary anywhere in the world, no apostille), have the statement confirmed, and courier it back to us.
Step 5 — Activation and filing.
We deliver the notarised confirmation to the signature provider, who activates your qualified electronic signature. We then file the complete company registration through S24 — same process as in-person, same 24–48 hour KRS (Polish Company Registry) turnaround.
After registration:
Everything works the same as in-person: NIP and REGON assigned automatically, CRBR (UBO Register) filed by us immediately, VAT registration arranged if needed.
For banking after a remote registration, you have three options. First (and recommended): once your KRS (Polish Company Registry) entry is live, you travel to Warsaw and we accompany you to banks in person — same as Option I, included in the price. Second: a small number of Polish banks allow remote onboarding for clients introduced by our firm — this is available as a separate paid service. Third: if you do not need a Polish bank account right away, we help you set up a Revolut Business or similar international payment account at no extra charge.
How long does the remote process take? The honest answer: it depends almost entirely on you. Courier transit is typically around 3 business days each way. How quickly you get to a notary and prepare your documents is the other variable. On our end, there is no delay — we act the same day each package arrives. Most remote company formations are complete within two to three weeks from first contact to KRS (Polish Company Registry) registration. Some clients who move quickly manage it in under ten days.
The PESEL and E-Signature Problem — and How We Solve It
If you have spent any time reading about forming a company in Poland, you have probably encountered the same frustrating pattern. Every guide — every law firm page, every government FAQ — explains that you need a PESEL number and a qualified electronic signature to register a company through S24. They describe the requirement in great detail. They list the regulation. They tell you it is mandatory.
And then they stop.
What they do not tell you is how to actually obtain these things if you are a foreign national who has never been to Poland. Where do you go for the PESEL? Which provider issues the signature device? What documents do they require? Can it be done remotely? How long does it take? The guides assume you will figure this out yourself — in a foreign country, in a language you do not speak, through a bureaucratic system you have never used.
We take a different approach. When you engage Zalewski Consulting for company formation in Poland, the PESEL and the qualified electronic signature are included in the service. If you visit Warsaw, we physically accompany you to the PESEL office and to the signature provider — same day, back to back. If you proceed remotely, we obtain both on your behalf using your Power of Attorney. Either way, you do not need to understand how the Polish system works, you do not need to learn where to go, and you do not need to deal with any of it in Polish.
This is why we can make a statement that no other company registration service in Poland makes: all you need to provide is your company name and your passport. We handle the rest. No other provider offering company formation in Poland simplifies the process to this degree.
A note on terminology, because this trips up a surprising number of people: a “qualified electronic signature” under Polish law is not a DocuSign account. It is not an email certificate. It is not Adobe Sign or any cloud-based commercial product. It is a specific class of cryptographic credential that must be issued by a provider authorised under European eIDAS regulations and linked to your Polish PESEL number. The device (or the associated credential) is what allows you to sign documents in S24, submit annual accounts, and interact with the KRS (Polish Company Registry) system as a director. Without it, a foreign director is effectively locked out of the most basic administrative functions of their own company. We set this up for every client as standard, and it serves them for years.
Opening a Polish Bank Account
The second question every foreign client asks — right after “how long does it take?” — is about bank accounts. This is where a lot of the information on the internet is either misleading or outdated.
Some company registration providers claim that Polish bank accounts can be opened online “for most banks.” In our experience — across almost 30 years and thousands of companies — this is not accurate for foreign directors of newly registered entities. The large majority of Polish banks require the director to appear in person at a branch, present identification, and sign the account opening documents physically. Remote onboarding does exist, but it is limited to specific banks and often requires an existing relationship or a formal introduction from a regulated intermediary.
We include bank account opening assistance in the company formation price. When your KRS (Polish Company Registry) entry is published and your company details are visible in the register, we accompany you to banks in Warsaw. We help you open accounts at banks that offer English-language online banking — which matters, because you will be managing this account from abroad. We stay with you for as many bank visits as you want to make, for as long as you stay in Warsaw. There is no cap and no additional charge for this.
If you are a remote client and cannot visit Warsaw, there are two alternatives. First, we can arrange remote account opening at a small number of Polish banks that accept our introduction — this is a separate paid service. Second, if a Polish bank account is not urgent, we help you set up a Revolut Business or similar international payment account at no extra charge. But we should be direct about this: a Revolut account is not a substitute for a Polish bank account when it comes to dealing with Polish counterparties, making ZUS (social insurance) contributions, or paying Polish taxes. At some point, most active companies in Poland need a local bank account. We advise on timing and help you plan around it.
Tax Considerations for a New Polish Company
This is not a tax advice page, and we are not tax advisors. But the tax decisions you make at the point of company formation matter more than most people realise — because some structural choices are difficult or expensive to reverse later. Here is what you should know before you register.
Corporate income tax (CIT) in Poland is 19% at the standard rate. However, new companies and those with annual revenue below €2 million qualify for a reduced rate of 9%. That makes Poland one of the most tax-competitive jurisdictions in the EU for small and medium-sized businesses.
The Estonian CIT model is available for qualifying Polish companies. Under this regime, the company pays 0% tax on profits that are retained and reinvested in the business — tax is only triggered when profits are distributed to shareholders. Whether your company is eligible depends on its shareholder structure, its activities, and its employment situation. The point to understand is that this election should be considered at the formation stage, because the decisions you make about shareholder structure and share capital can affect eligibility.
VAT is 23% (standard rate). If your company will be trading in goods or services, you will likely need to register for Polish VAT. If you trade with other EU countries, you will also need an EU VAT number (VAT-EU). We arrange both if required.
Share capital — the minimum is PLN 5,000. You do not need to deposit this in a bank account at the point of registration; it can be held in the company’s cash register. Some clients choose to set a higher share capital for credibility with counterparties or banks. We advise on the right amount during the consultation.
The short version: talk to us about tax structure before we file the registration. The cost of getting it right at the start is zero — it is part of our service. The cost of restructuring later is real.
Who Uses Our Company Formation Service?
Our clients arrive from dozens of countries, and their situations vary. But the patterns we see most often, across almost 30 years of registering companies in Poland:
Entrepreneurs entering the EU market. Poland is a practical entry point — low share capital, competitive tax rates, full EU market access. Many of our clients are business owners from outside the EU who want a European base of operations, and opening a company in Poland offers a faster, cheaper route than the more obvious choices like Germany or the Netherlands.
Corporations establishing a subsidiary. International companies setting up a Polish entity for local operations, to hold contracts with Polish counterparties, or to access EU procurement and supply chains.
Real estate investors. Polish law allows foreign-owned companies to purchase commercial and most residential property. Buying through a sp. z o.o. provides liability protection and can offer tax advantages depending on the holding structure.
Holding structures and SPVs. Clients who need a Polish legal entity for a specific transaction — an acquisition, a joint venture, or a cross-border structure — and want it registered quickly with a clean history.
Anyone who does not speak Polish and does not want to deal with the system alone. This is the most common category we see. The client knows they need a limited company in Poland. They have read three or four different guides. They understand the theory. What they do not have is the ability to navigate S24 in Polish, obtain a PESEL without a Polish-speaking intermediary, or get a qualified electronic signature without knowing which provider to use or what documents to bring. That is where we come in.
Why Zalewski Consulting
We have been forming companies in Poland for almost 30 years. Not five, not ten — almost thirty. When we started, the KRS (Polish Company Registry) did not exist in its current form. The S24 system had not been invented. The qualified electronic signature was decades away. We have registered Polish companies under every version of the rules, through every regulatory change, and we know what works.
Over 2,000 companies formed. One team, one point of contact, from the first phone call to the bank account opening. English-language support throughout. We do not subcontract the PESEL, the e-signature, or the banking — we accompany you personally through each step.
Zalewski Consulting is a regulated company formation provider, registered in the Rejestr działalności na rzecz spółek lub trustów (Register of Activities for Companies or Trusts) — the official Polish registry for entities providing company formation and trust services. This registration is a legal requirement under Polish anti-money laundering regulations and confirms that our firm operates under regulatory supervision.
What you will not find on this page: vague promises about being “comprehensive” or “professional.” What you will find is a specific process — laid out step by step above — with specific timelines, and a firm that has done exactly this more than two thousand times.
Company Formation Agent vs Self-Filing — Why Most Clients Use Us
Polish law does not require a foreign founder to use a company formation agent. You can file an S24 application yourself, navigate the PESEL office yourself, and arrange your own qualified electronic signature device — there is no legal monopoly on any of these steps. People do file their own Polish sp. z o.o. companies. They just rarely do it efficiently the first time.
The reason a Polish company formation agent saves time, in our experience:
- S24 is Polish-language only. The interface, the field labels, the help text, the error messages, and the approval correspondence — all in Polish. Translation tools work for the textbook flow, but if the registry sends a clarification request mid-application (which happens on roughly one in eight cases), the response window is short and a mistranslation costs the application.
- PESEL acquisition has its own queue and its own forms. If you arrive in Warsaw without an appointment scheduled by someone with local knowledge of how that office actually works, you can lose half a day in the wrong queue.
- The qualified electronic signature provider list looks straightforward but is not. Different providers have different documentation requirements for foreign nationals. We know which one to walk you to.
- Articles of Association quality matters more than most foreign founders realise. Free templates exist online. They tend to be wrong in subtle ways for foreign-shareholder structures — wrong-but-passable, in a way that creates problems at the first share-transfer or capital-increase event two years later.
- Banking introductions are the back-half of the work. A formation agent who does not also accompany you to banks is half the service.
The phrase you may have searched — “company formation agent Poland” or “company registration consultants Poland” — describes our role accurately, and we treat it as a single integrated service rather than two separate transactions.
Sp. z o.o. — The Polish Equivalent of GmbH, Ltd, LLC
If you have worked with a German GmbH (Gesellschaft mit beschränkter Haftung), a UK Ltd, or a US LLC, the Polish sp. z o.o. (spółka z ograniczoną odpowiedzialnością) will feel familiar. The structural concept is identical: a private limited liability company with shareholders’ liability capped at the value of their shares, separate legal personality from the owners, and a management board responsible for day-to-day operation.
Where the systems differ is procedural, not structural.
| Feature | Polish sp. z o.o. | German GmbH | UK Ltd | US LLC |
|---|---|---|---|---|
| Minimum share capital | PLN 5,000 (~EUR 1,150) | EUR 25,000 | GBP 1 (no minimum) | State-variable, often $0 |
| Notary requirement at formation | No (S24 system) — Articles signed electronically | Yes — notary mandatory | No | Varies by state |
| Foreign sole director permitted | Yes | Yes | Yes | Yes |
| Foreign sole shareholder permitted | Yes | Yes | Yes | Yes |
| Registration timeline | 24-48 hours via S24 | 2-4 weeks (notary + Handelsregister) | 24 hours (Companies House) | Same-day to 1 week |
| Annual filing | KRS update + financial statements | Bilanzpublizität (publication of accounts) | Confirmation Statement + accounts | State annual reports |
| Corporate tax rate | 9% (small) / 19% (standard) | ~15% federal + trade tax (~30% combined) | 25% main | 21% federal + state |
The practical answer to the German-equivalence question we get often: yes, sp. z o.o. is the GmbH analogue. The capital threshold is much lower (PLN 5,000 vs EUR 25,000), the notary requirement is gone, and the registration is faster. For German founders specifically, the lower minimum capital and the absence of notarial deed at incorporation are the two changes most worth understanding.
For German-language readers searching with “Polen” instead of “Poland”, or for the specific phrase “sp. z o.o. equivalent to German GmbH”, this section is the answer: the Polish entity is the closest direct equivalent in the EU regulatory family.
Company Setup Consultants — What That Title Actually Covers in Poland
The phrases “company setup consultants” and “company registration consultants” are not legally defined terms in Poland. There is no Polish professional registration that licenses someone as a “company setup consultant” the way Polish law licenses tax advisors or attorneys. So the title means what each provider chooses to make it mean — which is why what is included varies wildly between providers.
What ours includes, end-to-end, in the company-formation engagement:
- Initial consultation — structure (sp. z o.o. vs S.A. vs PSA vs partnership), share capital level, shareholder mapping, PKD activity codes, registered office strategy
- Articles of Association drafting from your specifics, not a template
- PESEL acquisition for every director who needs one
- Qualified electronic signature device acquisition (in-person or by Power of Attorney for remote clients)
- S24 filing — full submission of the registration through the Polish Company Registry online system
- CRBR (UBO Register) filing immediately on KRS confirmation, not in the seven-day window
- VAT registration (Polish VAT and EU VAT-EU) on request
- Bank account opening assistance — in-person at as many Warsaw banks as you wish, included
- Tax structure consultation including Estonian-CIT eligibility assessment
- Optional: registered office address in Warsaw, Polish telephone number, accounting and bookkeeping engagement, corporate secretarial service for ongoing KRS filings
Other Polish providers offer subsets of this. Some skip the bank introductions. Some use template Articles of Association regardless of structure complexity. Some hand you a draft and let you handle S24 yourself, which defeats most of the purpose. The right comparison question to ask any provider — including us — is: “what is included in the price, and what is billed separately”? The honest answer reveals what the consultancy actually covers.
For internationally-mobile founders, “international company setup” or “international company registration” tends to mean the same thing as our service — handling the entire formation across language and procedural barriers, from outside the country, with a Power of Attorney where in-person attendance is impractical.
Frequently Asked Questions
How long does it take to register a company in Poland?
Once filed through S24, the KRS (Polish Company Registry) processes the registration within 24–48 hours. Before filing, you need a PESEL and a qualified electronic signature — if you come to Warsaw in person, we complete all of this in a single day. For remote clients, the timeline depends on courier transit (around 3 business days each way) and how quickly you prepare your documents. Most remote formations are complete within two to three weeks.
Do I need to visit Poland to register a company?
No. The entire process can be completed remotely using a Power of Attorney and notarised passport documents. No apostille is required. You do not need to be in your home country — any classic notary public, anywhere in the world, is accepted.
What do I need to provide to get started?
Your company name and a copy of your passport. We handle everything else: the Articles of Association, PKD (Polish Classification of Activities) codes, share capital structure, PESEL, qualified electronic signature, KRS (Polish Company Registry) filing, CRBR (UBO Register), and bank account.
Do I need a PESEL number?
Every director of a Polish sp. z o.o. who files through S24 needs a PESEL — the Polish national identity number. We obtain this for you as part of the service. If you already hold a valid PESEL, this step is skipped. Note: a PESEL is not a tax number, a VAT number, or any other registration you may already have in Poland.
What is a qualified electronic signature and why do I need it?
It is a government-regulated cryptographic credential required under Polish law to interact with S24 — the Polish Company Registry online system. Without it, you cannot register a company, sign annual accounts, or make changes to your KRS (Polish Company Registry) entry. It is not DocuSign, not an email certificate, and not any commercial e-signature product. We arrange it for you as part of the formation service.
Can I choose any company name?
Yes, subject to availability. The name must be unique in the KRS (Polish Company Registry) and cannot be confusingly similar to an existing registered entity. We check availability before filing.
What type of company will I be registering?
In almost all cases: a sp. z o.o. (spółka z ograniczoną odpowiedzialnością) — the Polish equivalent of a private limited company. It is the structure chosen by the overwhelming majority of foreign investors. Other structures — joint-stock (S.A.), simple joint-stock (PSA), or partnerships — are available and we will advise if your situation calls for one. For most international clients, the sp. z o.o. is the right choice.
What is the minimum share capital?
PLN 5,000, approximately €1,150. This does not need to be deposited in a bank account at the point of registration — it can be held in the company’s cash register. We advise on the appropriate amount during the initial consultation.
What happens after the company is registered?
We file the CRBR (UBO Register) report immediately upon registration — this is a legal requirement and we handle it the same day. If VAT registration has been requested, we proceed with that. Your company is then ready to trade. Bank account opening assistance is included in the service.
Are bank accounts included?
Yes. In-person bank account opening assistance at Polish banks is included — as many banks as you wish to visit, for as long as you stay in Warsaw. For remote clients, we assist with setting up a Revolut Business or equivalent at no extra charge. Remote opening of a Polish bank account (through our introducer relationships) is available as a separate paid service.
Can a foreigner be the sole shareholder and sole director?
Yes. A Polish sp. z o.o. can be owned and managed entirely by a non-Polish national. There is no requirement for a Polish co-shareholder, a local director, or a resident representative. A single person can be the sole shareholder and the sole member of the management board.
What is the difference between forming a new company and buying a shelf company?
A new company is registered from scratch with your chosen name, your selected activities, and your preferred structure. It has no prior history. A shelf company is a pre-registered entity that already exists in the KRS (Polish Company Registry) and is transferred to you through a share sale. Both result in a fully owned Polish sp. z o.o. The choice depends on your timeline, whether trading history matters for your counterparties, and whether a specific company name is important. We offer both services — ask us which is right for your situation.
Do I need a company formation agent to register a company in Poland?
Polish law does not require it. You can file your own S24 application as a foreign founder if you obtain your own PESEL, your own qualified electronic signature device, and you can navigate the Polish-language interface. The reason most foreign clients use a formation agent is not legal — it is operational. Self-filing typically takes three to four weeks longer than agent-filing and costs more in undocumented hassle, retries, and ZUS registration mistakes. We register a few companies a week. The process is not difficult once you know the answers.
Is sp. z o.o. the equivalent of German GmbH?
Yes — structurally identical: a private limited liability company with shareholders’ liability capped at share value, separate legal personality, foreign sole-shareholder and sole-director permitted. The structural differences worth knowing for German founders: the Polish minimum share capital is PLN 5,000 (~EUR 1,150) versus GmbH’s EUR 25,000; Polish formation does not require a notary (S24 electronic system), versus the GmbH’s mandatory notarial deed; Polish registration takes 24–48 hours, versus GmbH’s 2–4 weeks. The Polish system is designed around digital filing in a way the German system was not.
What does “company setup consultants” or “company registration consultants” actually cover in Poland?
There is no Polish professional regulation defining the term, so it covers whatever each provider includes. In our case it covers the full lifecycle: structure consultation, Articles of Association, PESEL, qualified electronic signature, S24 filing, CRBR (UBO Register), VAT registration on request, bank account opening assistance, tax structure consultation. Other providers offer subsets — the right question to ask any provider is “what is included in price, what is billed separately”.
Can I set up an IT subsidiary in Poland?
Yes — and the IT-subsidiary path has some specifics worth flagging. (1) Polish law has favourable rules for software-engineer copyright ownership transfer (50% deductible cost rule) that make Polish IT subsidiaries cost-efficient versus equivalent German or French structures. (2) R&D tax relief is meaningful — qualifying R&D expenses can be deducted 100-200%. (3) The Estonian-CIT model works particularly well for IT subsidiaries reinvesting profits into product development. (4) Banking is straightforward for IT activity. We have set up many IT subsidiaries — the structural decisions to get right at incorporation are share capital level, PKD codes covering software development and consultancy, and getting the R&D-relief eligibility documented from day one.
Can I set up a company in Krakow specifically rather than Warsaw?
Yes. The KRS (Polish Company Registry) is the same nationally, and S24 filing reaches it from anywhere. What is genuinely Krakow-specific is the registered office address (we can arrange this in Krakow), local notary connections if needed, and in-person availability for bank account opening — Krakow has Pekao, mBank, ING, Santander branches that onboard foreign directors. Our team is Warsaw-based but we accompany Krakow-bound clients through whatever steps need physical attendance there. Contact us with your Krakow specifics — particularly if you are evaluating Krakow versus Warsaw for your operations.
How long does it really take to register a company in Poland — start to finish?
Once filed via S24, KRS approval is 24–48 hours. The path to “filed” is the question that varies. In-person in Warsaw: same-day if you arrive with passport and we have appointments scheduled — PESEL in the morning, qualified e-signature mid-day, S24 filing afternoon. Remote: 2–3 weeks, mostly courier transit time for the Power of Attorney and the notarised passport copy. We act the same day each package arrives. The faster end of remote is 10 days; the slower end is 4–6 weeks if the client takes time getting documents notarised.
Who provides company formation in Poland?
The Polish company formation provider market includes traditional law firms (often higher-priced, slower turnaround, generalist), accounting firms with formation desks (mid-priced, mid-pace, accounting-focused), and dedicated formation specialists like Zalewski Consulting (focused on the formation-and-banking lifecycle, 30-year track record, English-language operation). The right choice depends on what you need beyond formation — if you need ongoing accounting or legal counsel, integrated providers can make sense; if you need formation done well and want to choose your accountant separately, specialists usually deliver better outcomes. Our specific differentiation: 30 years of practice, almost 2,000 companies formed, in-person bank-account opening included, English-language end-to-end.
What is “international company setup” — does it mean something specific?
The term is most often used by international founders looking to register a company in a country other than their own. The set of practical concerns is the same as standard company formation but with the procedural overhead of dealing with foreign documents, foreign notaries, language barriers and time-zone-friendly communication. We have run “international company setup” engagements for clients in 40+ countries — the procedural muscle memory transfers. The clients we work best for are ones who treat us as their on-the-ground hands in Poland, not just their filing agent.
Ready to open a company in Poland? Contact us → — tell us the company name you have in mind and we will take it from there.
Related Services
- Sp. z o.o. formation — Polish-name-explicit guide for international founders
- Setup IT subsidiary in Poland — for software/SaaS/tech-services parents
- Company formation in Krakow — city-specific operational arrangements
- Ready-made shelf companies in Poland — alternative if you need an entity faster than fresh registration
- Aged shelf companies in Poland
- Buy a Polish company — hub covering all acquisition variants
- Polish corporate bank account opening
- Accounting and bookkeeping — ongoing post-formation support
- Taxation advisory — Estonian-CIT, R&D relief, structuring