{"id":1365,"date":"2026-07-21T08:02:31","date_gmt":"2026-07-21T06:02:31","guid":{"rendered":"https:\/\/magdalena-pulawska.pl\/company-law\/"},"modified":"2026-08-21T11:53:07","modified_gmt":"2026-08-21T09:53:07","slug":"company-law","status":"publish","type":"page","link":"https:\/\/magdalena-pulawska.pl\/en\/company-law\/","title":{"rendered":"Company law"},"content":{"rendered":"

What I do<\/h2>\n
    \n
  1. Setting up companies.<\/strong> I advise on the choice of legal form, draft the articles of association and handle registration in the National Court Register (KRS), including through the S24 system.<\/li>\n
  2. Conversions.<\/strong> I assist with converting a sole proprietorship into a limited liability company, as well as with the conversion and merger of companies.<\/li>\n
  3. Shareholders agreements.<\/strong> I draft agreements governing what the articles of association often leave out: exit rules, non-competition and mechanisms for resolving disputes between shareholders.<\/li>\n
  4. Meetings and resolutions.<\/strong> I prepare the documents for shareholder meetings, the minutes and the resolutions. I also handle cases challenging resolutions.<\/li>\n
  5. Shareholder conflicts.<\/strong> I handle cases concerning the exclusion of a shareholder, the redemption of shares and exit from the company.<\/li>\n
  6. Liquidation and dissolution.<\/strong> I handle matters connected with winding up a company’s business.<\/li>\n<\/ol>\n

    What is worth settling in advance<\/h2>\n

    Before setting up a company or joining one, it is worth settling more than the size of the shareholdings and the role of each shareholder. Just as important are the rules on decision-making, additional contributions, profit distribution, non-competition and exit from the company. It is precisely these questions that most often become the source of trouble once a conflict arises or one of the shareholders wants to end the cooperation.<\/p>\n

    What it costs<\/h2>\n

    You can choose one of two forms of billing: an hourly rate<\/strong> or a flat fee<\/strong> agreed up front. We settle the billing method before the work starts, so that it is clear from the outset what costs you need to reckon with.<\/p>\n

    Setting up a company, making changes in the KRS, converting or liquidating it may also involve additional charges, among them notarial and court fees and the cost of the required announcements. Before I start work, I will explain which costs will apply in your case.<\/p>\n

    If a dispute between shareholders goes to court, you may seek reimbursement of the costs of the proceedings from the other side, including the costs of legal representation. As a rule, however, the court sets them according to the rates laid down in the regulations, and not on the basis of the full fee agreed with your attorney. In practice the amount awarded may therefore cover part of my fee, but not always all of it.<\/p>\n

    At the outset I will explain what steps your situation calls for - whether the right documents and changes in the KRS will be enough, or whether negotiations or court proceedings will be necessary.<\/p>\n

    Frequently asked questions<\/h2>\n

    How much does it cost to register a company in Poland?<\/h3><\/summary>

    For a Polish limited liability company, the KRS court registration fee is PLN 500 in the standard procedure or PLN 250 when the company is formed through S24. The minimum share capital is PLN 5,000; this is company capital, not a registration fee.<\/p><\/div><\/details>

    Can a foreigner start a business in Poland?<\/h3><\/summary>

    Yes. EU and EEA nationals may generally conduct business in Poland on the same terms as Polish citizens, while the rules for sole proprietorships and certain partnerships may depend on the residence status of a non-EU national. Foreign individuals and companies can generally become shareholders of a Polish limited liability company, but immigration and work-permit requirements are separate issues.<\/p><\/div><\/details>

    What is an \u201cLLC\u201d in Poland?<\/h3><\/summary>

    The closest Polish equivalent of an LLC is a \u201csp\u00f3\u0142ka z ograniczon\u0105 odpowiedzialno\u015bci\u0105\u201d, usually abbreviated as \u201csp. z o.o.\u201d It is a separate legal entity and its shareholders are generally not personally liable for the company\u2019s debts. The minimum share capital is PLN 5,000, although separate liability rules may apply to members of the management board.<\/p><\/div><\/details>

    I am on the management board of a Polish company that owes money. Am I personally liable?<\/h3><\/summary>

    Not automatically, but management board members of a Polish \u201csp. z o.o.\u201d can become personally liable if enforcement against the company proves ineffective. A board member may avoid liability in particular by showing that bankruptcy or restructuring measures were taken in due time, that failure to act was not their fault, or that the creditor suffered no damage as a result. If the company is having serious payment problems, this issue should be reviewed before creditors complete enforcement against it.<\/p><\/div><\/details>

    What is a company registration number in Poland?<\/h3><\/summary>

    A company entered in the National Court Register receives a KRS number, which identifies it in the public company register. NIP is the company’s Polish tax identification number, while REGON is its statistical identification number. These numbers serve different purposes and are commonly shown together on company documents and invoices.<\/p><\/div><\/details>

    Do I need to come to Poland to set up the company?<\/h3><\/summary>

    Not necessarily. A limited liability company can be incorporated through the S24 online system if the standard articles are suitable and the required persons can use an accepted electronic signature, including a qualified electronic signature, Trusted Profile or personal signature. A traditional incorporation may also be organised without every founder travelling to Poland, although notarial formalities, powers of attorney and bank KYC requirements need to be considered individually.<\/p><\/div><\/details><\/div>","protected":false},"excerpt":{"rendered":"

    A company is not a matter of prestige but a concrete decision about liability, cost and risk. It is worth examining them closely before you sign.<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"page-oferta.php","meta":{"footnotes":""},"class_list":["post-1365","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/pages\/1365","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/comments?post=1365"}],"version-history":[{"count":3,"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/pages\/1365\/revisions"}],"predecessor-version":[{"id":1444,"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/pages\/1365\/revisions\/1444"}],"wp:attachment":[{"href":"https:\/\/magdalena-pulawska.pl\/en\/wp-json\/wp\/v2\/media?parent=1365"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}