Accountants and company formation in Poland

Setting up a company in Poland

To set up a company in Poland as a foreign founder, you pick a legal form (usually a spółka z ograniczoną odpowiedzialnością, the sp. z o.o.), sign the articles of association online in the S24 system or before a Polish notary, and file the company with the National Court Register (KRS). Once it is entered, the tax numbers arrive automatically, and you report the beneficial owners, open a bank account and register for VAT if your sales require it.

On paper the route is short. What slows non-residents down sits around it: an electronic signature that needs a Polish PESEL number, foreign documents that need sworn translations, and a bank that wants to know exactly who you are. Each step appears in the order you’ll meet it, and the official figures link to their source.

The short version:

1. Choose the company type and check the name.
2. Decide on the route: S24 with a fixed template, or a notarial deed.
3. Sign the articles and the management board’s documents.
4. File the application with the KRS registry court.
5. Report the beneficial owners to the CRBR and send the supplementary NIP-8 data.
6. Open a bank account, pay in the capital and register for VAT before your first taxable sale.
7. Put bookkeeping in place: a company keeps full accounting books from day one.

Which company type fits a foreign founder

The sp. z o.o., the Polish limited liability company, is the company form the largest number of firms listed on Accountanty work with (162 of 279). The shareholders’ liability is limited to their contributions, the capital requirement is modest and the form is well known to banks and clients. The government’s business portal lists the minimum share capital of an sp. z o.o. as PLN 5,000, and each share must have a nominal value of at least 50 zł.

The capital figures for the PSA (PLN 1) and the S.A. (PLN 100,000) come from the same government page. A representative office may only promote and advertise the foreign business and is set up for two years, renewable for another two, so it suits market testing rather than sales.

One structural rule catches some groups out: an sp. z o.o. may not be formed solely by another single-member sp. z o.o. If your parent is itself a one-shareholder Polish company, plan the shareholding before you draft anything.

Can a foreigner set up a company in Poland?

Yes. The rules depend on your citizenship, and the company forms are open far more widely than sole trading.

• EU and EEA citizens can set up any business form in Poland.
• US and Swiss citizens are allowed to set up businesses on the same terms as Polish citizens.
• Other nationalities without a qualifying residence title can still form a limited partnership, a limited joint-stock partnership, an sp. z o.o., a PSA or an S.A. What they cannot do is open a one-person business (a JDG) or a registered or professional partnership.

So a founder from outside the EU who wants to trade in Poland without moving there will usually use an sp. z o.o. Keep in mind that a company and a residence permit are separate procedures with their own conditions. If that is part of your plan, look at a firm that handles residency and visa applications alongside the formation.

What you’ll need before you start

Gather these before you contact a bank, a notary or a provider. Each one that arrives late adds days to the calendar.

• A valid passport for each shareholder and each management board member.
• A PESEL number or a qualified electronic signature, if you want to file online yourself. A PESEL is needed to set up the free trusted profile used for KRS filings, and the legal basis to cite when applying for one for company registration is Article 19e(2) of the National Court Register Act.
• For a corporate shareholder: a recent extract from the parent’s register, its articles and a resolution approving the Polish company, with sworn translations into Polish and the legalisation or apostille the notary asks for.
• A registered address in Poland, either your own premises or a virtual office from a provider.
• The activity codes (PKD) that describe what the company will do, and a short description of the business for the bank.
• A power of attorney, if someone in Poland will sign or file for you.

How to set up a company in Poland, step by step

The steps below follow the sp. z o.o. A PSA follows a similar path.

Step 1: Choose the name and the activity

Search the KRS for companies with a similar name before you settle on one, so the court and your clients can tell you apart. Pick the PKD codes at the same time, because they go into the articles and the application.

Step 2: Pick the route, S24 or notary

Poland has two ways to conclude the articles of association, and the choice shapes everything that follows.

• S24. You build the articles online from a fixed government template that cannot be changed, sign with a qualified signature, a trusted profile or a personal e-ID signature, and file in the same system. S24 is available only when the contributions are made only in cash.
• Notarial deed. A Polish notary drafts and certifies articles tailored to you. The application then goes to the court through the online Court Registers Portal (PRS), signed electronically by the management board or a Polish lawyer it appoints.

Choose S24 when the standard terms fit and every signer can sign electronically. Choose the notary when you need bespoke clauses (share transfer limits, voting rights, a supervisory board) or a non-cash contribution.

Step 3: Appoint the management board and sign

The articles set the share capital, the shareholders and their shares. The shareholders appoint the management board, which runs the company and signs the KRS application. Board members take on real duties: if enforcement against the company fails, they can be jointly liable for its obligations unless one of the statutory exemptions applies.

Step 4: File with the National Court Register

The KRS application must be signed by the full management board or a lawyer appointed by the board. An S24 application is considered by the registry court within 1 day of receipt; a notarial application within 7 days.

Step 5: Tax numbers and supplementary data

You don’t apply for a tax number separately. The NIP and REGON are assigned automatically on entry in the KRS, usually within a few days. The details the application does not carry, such as the bank account and the place of business, go to the tax office on form NIP-8 within 21 days of registration.

Step 6: Report the beneficial owners to the CRBR

Every company entered in the KRS reports its beneficial owners to the Central Register of Beneficial Owners (CRBR) no later than 14 days from the entry. The filing is free and done online at crbr.podatki.gov.pl. Only a person authorised to represent the company can file, not a proxy, and late or inaccurate data risks a fine of up to 1 mln zł. For a foreign board, this means one board member needs a working electronic signature.

Step 7: Bank account and share capital

Open a Polish business bank account and pay in the capital. On the S24 route the capital does not have to be in place before the entry: the board files a statement that it has been covered within 7 days of the entry if it was not attached to the application. Banks run their own identity checks on the board and the beneficial owners, and how long that takes depends on the bank and on how complete your file is. A provider that offers bank account assistance can tell you which documents a given bank expects.

Step 8: Register for VAT

If the company will make VAT-taxable sales, it files form VAT-R with the tax office before the day of its first taxable sale. Filing is free; a printed confirmation of registration costs 170 zł and is optional. If you will buy or sell across EU borders, ask about EU VAT registration at the same time. The VAT page lists firms that handle both.

S24 or notary: how the two routes compare

The court fees are the registry court’s fees for the entry. On S24, the first announcement in the court and commercial gazette (Monitor Sądowy i Gospodarczy) adds 100 zł.

Costs to plan for

The official charges are easy to list:

• Court fee for the KRS entry: 250 zł on S24, PLN 500 on the notarial route.
• Gazette announcement: 100 zł.
• Tax on civil law transactions (PCC): the rate on a company agreement is 0.5%. Ask your provider or notary to calculate it for your share capital.
• VAT registration confirmation: 170 zł, optional.

The rest depends on choices you make: notary fees on the notarial route, sworn translations and apostilles for foreign documents, a registered address, bank charges and the provider’s own fee. Ask for each of these as a separate line in any quote so you can compare like with like.

Corporate tax, VAT and e-invoicing

Corporate income tax. The Ministry of Finance lists the basic CIT rate as 19%. A reduced 9% rate applies to income other than capital gains when revenue in the tax year did not exceed 2 mln euro and the company is a small taxpayer or is starting its business. Small taxpayer status for 2026 depends on prior-year sales revenue, including VAT, not exceeding 8 517 000 zł. Companies formed in certain special circumstances, such as transformations or contributions in kind, cannot use the 9% rate.

VAT. The standard rate is 23%, with reduced rates of 8% and 5%, and 0% for cases such as certain exports. A business with its seat in Poland can stay exempt while its sales do not exceed 240 000 zł in the previous or current tax year, though some goods and services are excluded from the exemption.

KSeF e-invoicing. Poland’s National e-Invoice System is now in force. Issuing invoices in KSeF became mandatory from 1 February 2026 for businesses whose 2024 sales, including tax, exceeded 200 mln zł, and from 1 April 2026 for all other businesses. Until the end of 2026, taxpayers whose monthly sales including tax are 10 000 zł or less may still issue invoices outside KSeF. A new company should set up its invoicing in KSeF from the start; your accountant or tax compliance provider will connect it.

Accounting and annual filings

A company in Poland must keep full accounting records, meaning it keeps accounting books and prepares financial statements. That is why many foreign founders hire an accounting firm before the first invoice goes out.

The annual cycle for a company registered in the KRS runs like this, per the government business portal:

• Prepare the financial statements within 3 months of the balance sheet date (31 March for a calendar year).
• Approve them at the shareholders’ meeting within 6 months of the balance sheet date.
• File them with the KRS within 15 days of approval.

Add the annual CIT return, the monthly VAT and payroll filings, and the CRBR update whenever the ownership changes. If you hire staff, a payroll provider can run the monthly contributions, and an audit firm can tell you whether your company’s size triggers a statutory audit.

What has changed for companies in Poland in 2026

Two changes matter for a company formed this year. KSeF e-invoicing is now mandatory for businesses of every size, with the small-seller relief running only to the end of 2026. And the CIT thresholds have been recalculated for 2026: the small taxpayer limit is 8 517 000 zł. Check both before you sign off your first year’s budget.

Getting local help

You can do every step yourself if you have a Polish electronic signature, read Polish and are comfortable with the KRS forms. Many don’t, and hand the formation and the bookkeeping to a local firm.

Accountanty lists 279 firms in Poland. Of these, 252 offer company formation in Poland, and 118 say they focus on foreign clients; you’ll find them on the accountants for foreign clients page. English is offered by 151 firms, Russian by 52, Ukrainian by 44 and German by 27. Most are accounting firms (237), with 24 corporate services providers and 18 law firms.

By city, the largest groups are in Warsaw (123 firms), Wroclaw (78) and Krakow (71). When you compare firms, ask whether they file through S24 or work with a notary, whether they can provide a registered address, which banks they work with, and whether the same team will keep the books once the company is registered.

Time to set up a company in Poland

The route with the shortest court review is an sp. z o.o. on S24, with a board member who holds an electronic signature, a bank lined up in advance and an accountant ready from day one. If you need bespoke articles or a non-cash contribution, use the notarial route and allow more time. To set up a company in Poland with local support, browse the firms by city or service, or send one free quote request through Accountanty and we’ll forward it to suitable firms.