Europe · Company formation
Company formation in Poland
This suits an EU operating company that wants single-market and treaty access at a low set-up cost.
At a glance
- Entity
- Spółka z ograniczoną odpowiedzialnością (sp. z o.o.) — private limited liability company
- Corporate tax
- 19% standard; a reduced 9% applies to income other than capital gains for small taxpayers (turnover up to EUR 2m). An optional "Estonian CIT" regime defers tax until profits are distributed (as of 2026).
- Incorporation time
- ~1 business day for the KRS entry via the S24 portal; realistically 1–2 weeks for a foreign founder once e-signature, PESEL and banking are added.
- Minimum capital
- PLN 5,000 (~EUR 1,150), minimum PLN 50 per share; paid in before filing (notarial) or within 7 days of registration (S24).
- Resident director
- Not required. No nationality or residency condition for directors or shareholders; 100% foreign ownership is permitted.
- Audit
- Exempt for small companies. A statutory audit is triggered only on exceeding two of three thresholds in two consecutive years: 50 employees; assets EUR 2.5m; net revenue EUR 5m.
- Remote set-up
- Mostly. Fully remote via S24 with a qualified eIDAS e-signature or Polish trusted profile; a bespoke notarial deed needs presence or a power of attorney.
- Government fee
- ~PLN 350 via S24 (KRS court fee PLN 250 + MSiG publication PLN 100), plus PCC transfer tax of 0.5% of share capital (~PLN 25 on the minimum); the notarial route carries a PLN 500 court fee plus notary costs (as of 2026).
- Best for
- This suits an EU operating company that wants single-market and treaty access at a low set-up cost.
The process
- Choose the company name and confirm the PKD business-activity codes.
- Prepare the articles of association — the S24 online template for speed, or a notarial deed for a bespoke structure.
- Sign electronically (qualified eIDAS signature or ePUAP trusted profile) and file the application with the KRS registry court.
- Pay the court and MSiG publication fees and the 0.5% PCC on share capital; contribute the capital within 7 days of registration (S24) or before filing (notarial).
- Receive the KRS number, plus NIP and REGON assigned automatically; register for VAT (form VAT-R) where required.
- Open a Polish corporate bank account and file beneficial owners with the Central Register (CRBR).
What can go wrong
- The 9% rate reaches only non-capital-gains income and requires small-taxpayer status (turnover ≤ EUR 2m); profit above that, and most gains, are taxed at 19%.
- Outbound dividends bear 19% withholding tax, reduced under the EU Parent–Subsidiary Directive or a treaty; a pay-and-refund WHT regime applies to related-party payments above PLN 2m.
- Compliance load is real: Polish-language bookkeeping, monthly JPK_V7 filings, and mandatory KSeF e-invoicing phasing in from 1 February 2026 (most firms 1 April 2026).
- Non-EU/EEA directors face a 2026 change requiring an in-person PESEL application; arranging a qualified e-signature and a Polish bank account can slow a fully remote set-up.
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Form a company in Poland?
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