Foreign individuals and foreign companies can establish and own a company in Poland. In practice, one of the most common choices for foreign investors is a Polish limited liability company - spółka z ograniczoną odpowiedzialnością (sp. z o.o.).
The registration process is relatively straightforward, but the requirements differ depending on whether the shareholder comes from the EU/EEA or from a third country.
Can an EU citizen or EU company set up a company in Poland?
Yes.
Individuals and entities from EU Member States, as well as EEA/EFTA countries, may conduct business in Poland on the same terms as Polish individuals and companies.
This means that an EU investor may establish a Polish limited liability company, become its shareholder and appoint foreign nationals to its management board.
For a standard sp. z o.o., the minimum share capital is PLN 5,000.
What about investors from outside the EU?
A non-EU investor may also establish a company in Poland.
However, Polish law distinguishes between foreigners who have a specific residence status in Poland and those who do not.
Certain non-EU nationals, for example holders of a permanent residence permit, EU long-term resident permit or certain temporary residence permits, may conduct business on the same terms as Polish citizens.
Other third-country nationals and foreign entities may conduct business only in specified legal forms. These include, among others, a limited liability company (sp. z o.o.), simple joint-stock company and joint-stock company. This means that a person or company from the United States, United Kingdom, Canada, UAE or another non-EU country may establish and hold shares in a Polish sp. z o.o. even without Polish residence status.
It is important to distinguish company ownership from immigration matters. Establishing a Polish company does not automatically give a non-EU shareholder or management board member the right to reside or work in Poland. If the person intends to relocate to Poland or personally perform work here, the relevant immigration requirements should be analysed separately.
How does the registration process work?
Before incorporating the company, the shareholders need to determine the company name, registered office in Poland, business activities according to the Polish PKD classification, amount of share capital, shareholding structure and composition of the management board.
The incorporation process usually consists of the following steps:
- preparing and signing the articles of association,
- appointing the management board,
- paying or declaring the required contributions to the share capital,
- submitting an electronic application to the National Court Register (KRS),
- completing the post-registration formalities, including beneficial owner and tax registrations.
Once the company is registered with the KRS, its Polish tax identification number (NIP) and statistical number (REGON) are generally assigned automatically.
New companies must also have an electronic delivery address for official correspondence. Since 1 January 2025, the relevant information is provided as part of the KRS registration process.
Additional documents for foreign shareholders
Foreign shareholders should expect additional formalities, particularly if the shareholder is a foreign company rather than an individual.
A foreign corporate shareholder will usually need documents confirming its existence and the persons authorised to represent it, such as an extract from the relevant foreign commercial register.
Documents issued abroad may also require a sworn translation into Polish. Depending on the country of origin and type of document, an apostille or legalisation may also be required before the document can be used in Poland.
The same issue may arise where a foreign shareholder acts through a representative under a power of attorney.
For this reason, it is worth checking the required corporate documents before arranging the incorporation, particularly where the ownership structure includes one or more foreign companies.
Can a foreign investor use the S24 system?
Yes. Foreign ownership does not in itself prevent registration through S24.
For a limited liability company, S24 can be a convenient option where the shareholders accept the standard articles of association available in the system and do not require customised provisions.
The documents must be signed electronically. The S24 system currently accepts a qualified electronic signature or Polish Trusted Profile.
S24 is therefore particularly useful for relatively simple structures, for example where the company has a straightforward ownership structure, cash contributions and standard rules concerning management and transfer of shares.
It may not be the best option where the shareholders need individually negotiated provisions, special voting rights, detailed restrictions on the transfer of shares, complex corporate governance arrangements or non-cash contributions.
In such cases, the articles of association are usually prepared individually and executed before a Polish notary, followed by electronic registration through the Court Registers Portal (PRS).
What needs to be done after KRS registration?
Registration with the KRS does not complete all formalities.
A Polish company must also identify and report its beneficial owners to the Central Register of Beneficial Owners (CRBR). The notification is generally required within seven days from registration. The obligation also applies where the ownership structure leads through foreign companies - the company must identify the natural persons who ultimately exercise control.
The company may also need to submit supplementary tax information on the NIP-8 form, open a Polish bank account and register for VAT if its planned activities require VAT registration.
Which registration method should a foreign investor choose?
For a simple limited liability company, S24 may be the fastest and most cost-effective solution.
However, where the shareholder is a foreign corporate entity or the parties need a more sophisticated shareholders’ structure, customised articles of association are usually preferable.
Before starting the registration process, it is worth verifying not only who will own and manage the Polish company, but also what foreign corporate documents, electronic signatures and translations will be required. This can significantly reduce the risk of delays in the KRS registration process.
This article is for information only and does not constitute legal advice. Assessing a specific case requires reviewing the documents.