Registration of a company in Poland

Poland remains a popular jurisdiction for entrepreneurs who want to operate in the EU market, work with European business partners and develop a company within the European single market.

The most common options for entrepreneurs are a spółka z ograniczoną odpowiedzialnością (Sp. z o.o.), the Polish equivalent of a limited liability company, and jednoosobowa działalność gospodarcza (JDG), which is similar to a sole proprietorship.

The right structure depends on the number of founders, type of business, tax model, expected turnover, level of liability and the founder's residency status.

Advantages of Doing Business in Poland

Poland is a member of the European Union and has a well-developed infrastructure for small, medium-sized and international businesses.

Key advantages include:

• access to the EU market;
• the ability to work with Polish and European contractors;
• a well-established company registration system;
• the possibility of registering a Sp. z o.o. remotely under certain conditions;
• several available taxation options;
• access to Polish corporate banking services;
• the possibility of using a Polish company as part of an international business structure.

However, company registration itself does not automatically give a foreigner the right to live in Poland. For non-residents, business registration, visa options and residence status should be considered separately.

Business Structures in Poland

For most foreign entrepreneurs, the main choice is between Sp. z o.o. and JDG.

Sp. z o.o. — Polish Limited Liability Company

A spółka z ograniczoną odpowiedzialnością is a separate legal entity with its own assets. It is one of the most popular structures for foreign entrepreneurs, particularly when the business involves partners, employees, investments or increased business risks.

The minimum share capital is PLN 5,000.

A company can be established by one or more shareholders. Foreign nationals can generally become shareholders and members of the management board, although specific activities and immigration requirements should always be checked separately.

JDG — Sole Proprietorship

Jednoosobowa działalność gospodarcza (JDG) is a simpler structure for an individual entrepreneur. Registration is carried out through CEIDG and is free of charge.

JDG does not require share capital. Depending on the business activity and applicable conditions, an entrepreneur can choose between several taxation methods, including the general tax scale, flat-rate tax and ryczałt.

The key disadvantage is liability: the entrepreneur is personally responsible for the business's obligations with their assets.

For non-EU/EEA nationals, the ability to operate a JDG depends on their legal status in Poland. Certain residence permits, a Pole's Card and temporary protection status, among other grounds, may provide the required right to conduct business activity.

If the relevant status is not available, a foreigner may still establish a Sp. z o.o. subject to the applicable legal requirements.

Sp. z o.o. vs JDG: Which Structure Should You Choose?

Taxes for Businesses in Poland

For a Sp. z o.o., the standard corporate income tax (CIT) rate is 19%. Eligible taxpayers may apply a reduced 9% CIT rate, subject to statutory conditions.

In 2026, eligibility for the 9% rate is linked, among other things, to the applicable revenue threshold and taxpayer status. Additional restrictions apply to certain categories of taxpayers.

For JDG, entrepreneurs can choose from several PIT taxation methods. Depending on the business, these may include:

• the general tax scale;
• podatek liniowy (flat-rate tax);
• ryczałt od przychodów ewidencjonowanych.

The best option depends on the type of activity, revenue and business expenses, so there is no single taxation method that is optimal for every entrepreneur.

VAT should also be considered separately. The standard VAT rate in Poland is 23%, while reduced rates and exemptions apply to certain goods and services.

The cost of starting a business in Poland

The cost of starting a business in Poland depends on the legal structure and registration method.

JDG registration through CEIDG is free of charge. For a Sp. z o.o., costs may include government fees, share capital, notarial fees if a notarial agreement is used, certified translations, a registered office, accounting services and other administrative services.

The minimum share capital for a Sp. z o.o. is PLN 5,000. This is not a government fee. The capital is contributed to the company and can be used for its business operations after incorporation.

The exact cost should therefore be calculated after choosing the business structure and registration method.

How to Register a Company in Poland: A Step-by-Step Roadmap

The procedure depends on whether you choose a Sp. z o.o. or JDG. For a Sp. z o.o., there are two main registration routes: online through S24 or through a notary.

Step 1. Choose Your Business Structure

Start by considering several questions:

• Will you operate alone or with partners?
• What level of business risk do you expect?
• Will you need investors?
• Where will the owner be located?
• What turnover do you expect?
• Will you hire employees?
• Which tax model is likely to be most suitable?

If you need a simple structure for individual work and have the right to operate a JDG in Poland, CEIDG may be the most straightforward option.

If you need a separate legal entity, multiple shareholders, a clearer separation between personal and business assets or a more flexible corporate structure, a Sp. z o.o. is often a better choice.

Step 2. Prepare the Required Information and Documents

For a Sp. z o.o., you will generally need:

• the company name;
• shareholder information;
• management board details;
• the company's registered office;
• business activities according to PKD;
• the ownership structure and number of shares;
• the share capital amount;
• incorporation documents;
• identity documents;
• a power of attorney if registration is handled by a representative.

If a shareholder is a foreign legal entity, additional corporate documents and appropriate legalization or translations may be required.

Step 3. Choose How to Register the Sp. z o.o.

Option 1. Online via S24 / Biznes.gov.pl

S24 allows entrepreneurs to establish a Sp. z o.o. remotely without a notarial deed by using the standard articles of association template.

Electronic signing requires a Profil Zaufany (Trusted Profile) or a qualified electronic signature. All persons required to sign the relevant documents must have an appropriate electronic signing method.

How does the S24 process work?

1. Create an account in the S24 system.
2. Enter information about the company, shareholders, management board, shares and PKD codes.
3. Select the standard articles of association template.
4. Sign the documents electronically.
5. Submit the application to the National Court Register (KRS).
6. Once the company is entered in the KRS, it becomes a legal entity.

Advantages of S24

• remote registration;
• no notary required for the standard agreement;
• a relatively fast procedure;
• lower costs than an individually drafted notarial agreement.

With a correctly prepared application, S24 registration can in some cases be completed within one business day / from approximately 24 hours, although the actual processing time depends on the completeness of the application and the workload of the registration court.

The main disadvantage

S24 uses a standardized template, which limits the ability to introduce customized corporate provisions.

For this reason, S24 works particularly well for straightforward ownership structures but may not be suitable for companies requiring complex shareholder arrangements or customized management rules.

Option 2. Through a Notary or by Power of Attorney

A notarial route is usually more appropriate when the company requires individually drafted articles of association, a more complex ownership structure or specific rules governing the company.

It can also be convenient for a non-resident who does not want to deal with Polish government portals and electronic procedures independently.

The process may include:

1. determining the company's ownership and management structure;
2. preparing individual articles of association;
3. signing the documents before a notary or through a properly executed power of attorney;
4. contributing the share capital;
5. submitting the application to KRS;
6. obtaining the company's registration;
7. completing the required tax, banking and corporate formalities.

This route generally takes longer than S24. The exact timeline depends on the complexity of the company and the availability of the relevant professionals and registration authorities.

Step 4. Registering a JDG through CEIDG

If you choose a sole proprietorship, the business is registered in CEIDG.

The application can be submitted online or at the relevant local authority. Online registration uses the available electronic identification and signing methods.

Registration of a JDG through CEIDG is free of charge. After registration, the entrepreneur deals with the selected tax regime, ZUS registration and, where applicable, VAT registration.

Technical Considerations for Non-Residents

For foreign entrepreneurs, company registration is only one part of the process. Practical issues often include PESEL, electronic signatures, banking and immigration status.

PESEL: Is It Mandatory?

PESEL is Poland's personal identification number.

Having a PESEL number is not a universal requirement for every foreign shareholder of a Sp. z o.o. Therefore, it would be incorrect to state that every foreign founder must obtain a PESEL before establishing a company.

If a foreigner resides in Poland and registers their residence for more than 30 days, a PESEL number may be assigned automatically. If there is no registered residence but the number is required for a specific administrative procedure, the person may apply for it through a local government office.

For JDG, separate rules apply. In certain circumstances, a foreigner without a PESEL number may register the business traditionally with the relevant local authority using a document confirming their identity and citizenship.

The appropriate procedure therefore depends on the individual's status and the specific administrative process.

Profil Zaufany and Electronic Signatures

Remote interaction with Polish government services may require a Profil Zaufany (Trusted Profile) or a qualified electronic signature.

For S24, electronic signing is an essential part of the registration process.

If a non-resident does not have the required electronic identification tools or prefers not to manage Polish online procedures independently, registration may be organized through a representative under a properly prepared power of attorney, where permitted by the relevant procedure.

Corporate Bank Account

After incorporation, one of the next practical steps is opening a corporate bank account.

Polish banks may carry out enhanced Compliance and AML (Anti-Money Laundering) checks for non-resident founders and companies with international structures.

A bank may request:

• identification documents of shareholders and beneficial owners;
• proof of address;
• information about the source of funds;
• an explanation of the business model;
• contracts with business partners;
• expected transaction volumes;
• information about the countries in which the company will operate.

Therefore, registering a company does not automatically guarantee that a bank account will be approved.

Beforis can assist with this stage by helping prepare the required documentation and explanations for the bank, reducing the risk of delays or rejection during the compliance review.

Company Registration and Legal Residence in Poland

It is important to distinguish between establishing a business and obtaining the right to stay in Poland.

Registering a Sp. z o.o. does not automatically grant the founder a residence permit, residence card or a business visa.

A non-EU national who intends to stay in Poland for more than three months may, depending on their circumstances, consider a national D visa for conducting business activity.

Another possible route is a temporary residence permit (pobyt czasowy) connected with conducting business activity.

The relevant authorities may assess factors such as the legality of the business, health insurance, stable and regular income and other statutory requirements. For a newly established business, the prospects for its further development may also be relevant.

The practical sequence may therefore look like this:

company registration → launch of business activity → development and evidence of genuine business activity → application for the appropriate residence status.

The correct route depends on the applicant's nationality, current immigration status and purpose of stay.

ZUS and Relief for New Businesses

Entrepreneurs who establish a JDG for the first time or meet other statutory conditions may qualify for Ulga na start.

This relief allows eligible entrepreneurs to avoid mandatory social security contributions for the first 6 months of business activity. Health insurance contributions generally remain payable.

The situation is different for a Sp. z o.o. The obligation to pay social security contributions depends, among other factors, on the number of shareholders, the shareholder's status and the legal basis on which management board members perform their duties.

For example, a sole shareholder of a Sp. z o.o. may have separate social and health insurance obligations, while holding shares in a multi-member Sp. z o.o. does not automatically create the same status.

This is why ZUS costs should be considered before choosing the legal structure.

What Happens After Registration?

Once the company has been registered, the process is not yet complete. Depending on the situation, you may need to:

1. verify the company's registration and identification data;
2. register for VAT if required;
3. arrange accounting services;
4. open a corporate bank account;
5. contribute or confirm the share capital;
6. submit any required notifications to public authorities;
7. register the owner and/or employees with ZUS where applicable;
8. establish accounting and document-management procedures;
9. obtain any licenses or permits required for the specific business activity.

Start a Business in Poland with Beforis

If you are planning to start a business in Poland, it is important to consider more than the company registration itself. The ownership structure, taxation, banking, accounting and immigration status can all affect the best way to organize your business.

Beforis can support you throughout the process, from choosing the appropriate business structure to registration and further corporate procedures.

We can help with:

• selecting the appropriate business structure;
• preparing registration documents;
• organizing remote registration;
• preparing a power of attorney for a representative;
• registering a Sp. z o.o. with KRS;
• providing a registered office;
• assisting with opening a corporate bank account;
• arranging accounting support;
• advising on taxation and ongoing business administration.

If you are planning registering a company in Poland remotely, contact Beforis for a consultation. Our specialists can help determine the most suitable registration route based on your business model, ownership structure and individual circumstances.