Company Incorporation Guide
Company registration in Poland for foreigners
Applicable country/region: PL - Poland
Published: Updated:
- Written by our advisory team
- Poland rules and requirements
- Checked against official sources
Guide overview
Company registration in Poland: the decisions in order
Company registration in Poland for a founder abroad usually means forming a spółka z ograniczoną odpowiedzialnością (sp. z o.o.), the limited liability company governed by the Commercial Companies Code and entered in the National Court Register (KRS). This guide takes the decisions in the order they arise: who will hold the shares, and whether one holder is enough; how each person involved will sign, with a qualified electronic signature or through a notarised power of attorney; where the company's registered office in Poland will be; how the share capital is paid in; and which taxes the company meets once it is on the register.
COMPANY TYPES
Why the sp. z o.o., and why its shareholders matter
For a business entering Poland, the sp. z o.o. is the default form rather than one choice among several. Compared with a joint-stock company it gives up any public market for its shares, and in return it carries lighter compliance and none of a listed company's disclosure burden. The decision that actually shapes it is who holds the shares, and the social-security charge recorded in the panel is where that decision bites, because it runs whether or not the company earns anything. The number of shareholders is therefore best settled at formation rather than discovered afterwards.
Reading the company types
Rows cover ownership, shareholder and director rules, capital and notes for each company type.
Poland SP.ZO.O. Basic Information
Ownership:
Consolidated Ownership
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative
Poland SP.ZO.O. Registered Capital Requirement
Minimum Registered Capital Requirement:
1. 5,000 Zloty.
Capital Injection Not Required:
See Memo
Capital Injection Requirement:
1. The actual payment of 100% of the registered capital is required before the company is established;
2. If the registered capital is small (e.g. 5,000 PLN), it can be paid in cash (the company director signs a declaration to prove that the cash has been received), so there is no need to open a capital verification account. If the registered capital is large, a capital verification account needs to be opened.
2. If the registered capital is small (e.g. 5,000 PLN), it can be paid in cash (the company director signs a declaration to prove that the cash has been received), so there is no need to open a capital verification account. If the registered capital is large, a capital verification account needs to be opened.
Poland SP.ZO.O. Memo
Memo:
TKEG Expat recommends that clients register two shareholders for the Polish company. Because if it is a natural person's sole investment, the shareholder would need to pay approximately 25,000 RMB in social security tax to the Polish government each year.
REQUIRED DOCUMENTS
Why the file follows the ownership chain
A Polish incorporation file answers two different questions. The first is who signs the articles and the court-register filings, and on whose behalf. EU anti-money-laundering law asks the second, who ultimately stands behind the company: company service providers and notaries are obliged entities in their own right, and a company must hold adequate, accurate and current information on its beneficial owners, kept in a central register and traced through any corporate shareholder to the individuals who own or control it. That is why a parent company brings its own layer of proof.
Reading the documents
Rows are document types grouped by who provides them; each entry ends with its process and format.
Natural Person Shareholders & Directors's Required Documents
Passport:
Shareholder and director passport front page scans;
Process: Not ApplicableFormat: Scan Copy
Proof of Address:
Must be dated within the last 3 months
Process: Not ApplicableFormat: Scan Copy
Legal Entity Shareholders's Required Documents
Proof Of Registration / Business License:
The business license of the holding company; needs to be notarized in English and apostilled.
Process: ApostilleFormat: Scan Copy
Company Bylaw:
The company's articles of association; require English notarization + Apostille.
Process: ApostilleFormat: Scan Copy
Passport:
Scanned copy of the passport's main page of the legal person of the holding company, as well as shareholders holding more than 25% of the shares;
Process: Not ApplicableFormat: Scan Copy
REQUIREMENTS AND ESTIMATED COST
Why the signature follows people, not the company
Part of this list applies only when a company holds shares; the rest applies to every formation, and for the signature what varies is how many people it reaches. Each signer needs their own electronic signature, because it replaces the notarised power of attorney each person would otherwise give, so each additional individual shareholder or director adds one. The registered office is misread differently: it need not be a leased office, but it is entered in the court register as the company's address, so it is kept for the company's whole life.
Reading the requirements
Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.
Base Cost
Service Fee:
EUR 1,450
Requirements
Other Services: Natural person shareholders, natural person directors, and natural person directors of legal entity shareholders need to obtain a Polish electronic signature (E-Signature).
All natural person shareholders, natural person directors of Polish companies, and natural person directors of legal entity shareholders need to obtain a Polish electronic signature (E-Signature) in order to open a company in Poland.
All natural person shareholders, natural person directors of Polish companies, and natural person directors of legal entity shareholders need to obtain a Polish electronic signature (E-Signature) in order to open a company in Poland.
Included: No · Solution availableEstimated Cost: EUR 350
Registered Address: You need a Polish address
To register a company in Poland, a Polish address is required. If you don't have a Polish address, you can choose the address hosting service provided by TKEG Expat.
To register a company in Poland, a Polish address is required. If you don't have a Polish address, you can choose the address hosting service provided by TKEG Expat.
Included: No · Solution availableEstimated Cost: EUR 775
Company Incorporation: Incorporation with corporate shareholders requires additional fee
Incorporation with corporate shareholders requires additional fee
Incorporation with corporate shareholders requires additional fee
Included: No · Solution availableEstimated Cost: EUR 350
Estimated Cost
Estimated Cost:
EUR 1,450 – 2,925
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TAX
How a new sp. z o.o. should read the tax figures
The general rate in the panel is not necessarily what a new sp. z o.o. pays: Poland also applies a reduced rate to small taxpayers and to a company's first tax year, subject to conditions. For a company owned from abroad, the tax that shapes the structure is the one on money leaving Poland: dividends, interest and royalties paid abroad are taxed at source, a double-taxation treaty may lower the rate, and dividends paid to a parent company in another member state may instead fall under the EU parent-subsidiary rules. That is worth settling before the first distribution.
Reading the tax data
Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.
Corporate Income Tax (CIT)
General CIT Rate:
19
CIT Return Due Date:
Three months after the end of the tax year.
CIT Payment Due Date:
Three months after the end of the tax year.
CIT Estimated Payment Due Date:
Monthly installments are to be paid off by the 20th of the following month.
Withholding Tax (WHT)
Resident Withholding Tax (Dividend/Interest/Royalty):
0/19/20
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
19/20/20
Value-Added Tax (VAT)
General VAT Rate:
23
Capital Gain Tax (CGT)
General Capital Gain Tax Rate:
Capital gains are constrained by the normal corporate income tax rate.
Effective Tax Rate (ETR)
Composite Effective Average Tax Rate:
15%
Composite Effective Marginal Tax Rate:
-9.47%
Conclusion
What follows the court register entry
To open a Polish limited liability company is only the first step for a business in Poland. Entry in the National Court Register completes formation, but the arrangements made for it keep working afterwards. The registered office stays on the register as the company's address for as long as the company exists, and its Polish tax deadlines begin to apply. Plan the financial statements and check ZUS social insurance duties before hiring. So the one thing to do next is to decide who, in practice, reads the company's official letters and watches its tax dates, because in a company run from abroad that job belongs to nobody until someone is given it.
Jurisdiction Overview
About Poland
Poland is Central Europe’s largest economy and a top EU destination for foreign investment, offering a skilled workforce of 38 million, competitive costs, and strong manufacturing and IT services sectors.
View Complete InformationFrequently Asked Questions
For most business activities, the Polish government does not impose any nationality or identity restrictions on foreigners registering a Polish company and does not require EU residency as a nominee director.
The traditional incorporation model of choosing a power of attorney requires a cumbersome document authentication process and a power of attorney can only be used once for the respective event. The e-signature option requires the customer to sign all company documents, including incorporation and subsequent filings or changes to the company's business information, in person via video authentication.
No. Under Polish company law, a sp. z o.o. cannot be wholly owned by a single LLC as sole shareholder; at least one additional shareholder must be added (for example, splitting ownership 99% to a corporate shareholder and 1% to an individual, or using two corporate shareholders).
Yes. When registering a Polish company whose director(s) also act as director(s) of a Luxembourg parent company, the directors of both the parent company and the prospective Polish company need to obtain an e-signature. If the same person is a director of both companies, only one e-signature is needed.
For Polish filings (e.g. VAT-R registration), documents must be printed and signed in two counterparts (copies), signed with a blue pen, with the signer writing their full name next to each signature. Signed scans alone are not sufficient — the original signed documents must be couriered to the lawyer/agent's address to complete the process.
Any individual holding more than 25% of the company must be declared as a beneficial owner (UBO). This is assessed by tracing the ownership chain through to the ultimate individual — including through a listed parent company. If a new financial report later shows that an individual crosses the 25% threshold, the UBO declaration must be corrected and supplementary supporting materials may be required.
Once the supplier confirms the proof of address and the incorporation process is started, it usually takes around 3 business days to complete.
A POA requirement is not tied to the applicant's nationality. Incorporation in Portugal, Spain, Poland, Malta and Cyprus may not require a POA, but this ultimately depends on the lawyer/supplier handling the specific case. Poland in particular may require the shareholder to attend a meeting.
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