Incorporation and Company Registration in Poland

Updated: 24.10.2024

Company Incorporation in Poland — how to start?

First step in the process of incorporating a company in Poland — you need to choose a legal form of your future Polish company. The selection is not too difficult, as there an uncontested leader amongst investors choice – the LLC – Limited Liability Company. Approximately 94% of foreign investments in Poland are carried out in the form of LLC.

Secondly, you need to decide on key features of your new company (name, share capital, representation rules, etc.). You may use our online company incorporation form which we provide upon first contact. If any legal advise is required at this stage – you may request consultation from one of our incorporation lawyers.

Thirdly, you will need to gather all necessary documents. However, often we will be able to do that for you. Selection of documents required for company formation depends whether you want to:

• invest directly (and become the shareholder of Polish Company in person) or
• invest indirectly, i.e. register via parent company / subsidiary in Poland (and become shareholder of Polish Company through your foreign company).

Compete list of required documents shall be determined with company registration attorney.

Finally, you will also need to decide whether to visit Poland to complete the company incorporation process or run the process remotely and entrust the company formation assignment to corporate Law Firm.

Why shall I register company Poland?

Polish Law provides variety of incentives for every investor who registers company in Poland. Incentives may be divided by different categories. Tax incentives are usually most interesting for the foreign investors:

• Low corporate income tax (CIT) at 9% (for revenue up to 2 mln EUR) and 0% of tax for profit retention (Estonian CIT),
• 5% of tax for income derived from IP rights in Innovation Box scheme,
• Reseach and Development (R&D) tax relief allowing to increased deduction of eligible costs from tax base,
• investment in Special Economic Zones (SEZ) which provides corporate income tax exemption and property tax exemption.

In addition foreign entity may benefit from features of Polish market:

• Number six biggest economy in European Union,
• Steadily growing GDP (3,1% in 2024 and 3,5% estimated for 2025),
• Number five biggest consumer market in EU (38 mln habitants),
• Massive HR market, i.e. population in working age (approx. 15 mln employees),
• Low unemployment rate at level of 6% in 2024,
• Well developed educational system consisting of approx. 450 Universities and in total 1,3 mln of students,
• Location in Central Europe by EU boarder with well developed chain of motorways, 14 civil airports and 3^rd biggest rail network in EU.

More about opening a software company in Poland may be found in our Software Development Outsourcing Guide.

Company incorporation in Poland – Quick facts for 2025

Which legal form of Polish Company shall I choose?

Foreign investors usually choose Polish corporate companies (LLC or JSC) rather than Polish partnerships. This is due to the fact that Polish corporate company provide separate legal personality and feature of liability limitation (of shareholders or stockholders), while in the partnerships the liability is unlimited. As mentioned above – LLC are usually preferred forms of investment in Poland, nevertheless particular features of your project (e.g. regulatory reasons) may lead to different choices. For this reasons below we are presenting different legal forms of companies so that you may explore to take an informed decisions about registration of your company in Poland.

Polish corporate companies: ​

1. Limited Liability Company (Sp. z .o.o)
2. Joint Stock Company (S.A)
3. Simple Joint Stock Company (P.S.A.)

Polish partnerships:

1. Civil Law Partnership (S.c.)
2. Registered Partnership (Sp.j.)
3. Professional Partnership (Sp.p.)
4. Limited Liability Partnership (Sp.k.)
5. Limited Joint Stock Partnership (S.K.A.)

Other legal forms:

Foreign companies often consider alternative legal structures for their business activities in Poland, such as a representative office or branch, in addition to corporate entities and partnerships.

What documents do I need to incorporate company in Poland?

Selection of documents may vary depending on company type and particular case circumstances. Nonetheless, in order to incorporate company in Poland you will usually need:

• If you are private individual:
  • ID or passport
• If you represent a foreign company intending to register subsidiary in Poland:
  • excerpt from your local company registry with Apostille (or legalization)
  • ID or passport

If you want to register company remotely, without visiting Poland, we may process the entire application process online. Alternatively you may appoint our lawyers to represent you in the company formation process upon power of attorney. For that we will also need notarial power of attorney granted in your country of residence. Our Law Firm will provide you with ready made template of power of attorney for execution. Such power of attorney will need to be Apostilled or legalized.

Procedure to register a company in Poland

Creation and registration of the company in Poland in accordance with Code of Commercial Companies comprises of 6 stages which need to be taken in order to establish new company and subsequently enter it into the Polish Company Register (National Court Register – KRS). Corporate registration works quite similarly as in other countries, e.g.: UK: Company House; US – Delaware State: Division of Corporation.

Step 1 – Sign articles of association of Polish company

The first stage of forming the company in Poland is the execution, i.e. signing of the articles of association by the shareholders. It is recommend that the articles of association are designed corporate attorney to assure compliance with Polish corporate regulation.

Articles of Association shall be executed by all the shareholders by hand signature at the notary or digitally by e-signature (or ePUAP) at designated online registration portal. The shareholders may be also represented by proxies or attorneys.

Step 2 – Deposit share capital

In traditional (notarial) company registration process – the second step of company registration in Poland consists of making contributions to towards the share capital of the new Polish entity (and potential surplus above the nominal value of shares – if such extra payments were agreed by the shareholders in the articles of association). Online company registration procedure provides an option to move this step to the very end of the incorporation procedure, which is very convenient as it allows to cover the initial share capital after the company is already registered in registry court.

A contribution most commonly involves depositing an agreed sum of money in PLN (Polish złoty) or other currency into the company’s bank account. However, depending on the agreement of the shareholders, it may also involve transfer of real estate into the company (e.g. land on which factory will be constructed) or a movable property (for instance delivery vehicle or equipment).

Step 3 – Appoint a Management Board

The third stage of creating company in Poland involves appointment of the Management Board, which can comprise of single Director or several Management Board Members. Typically each Director acts as legal representative and authorized signatory of the company. Their rights and obligations may be specified in the company agreement.

Management Board appointment may be accomplished in two ways:

1. by way of resolution at the general shareholders’ meeting, or
2. by way of decision of individual shareholders if the articles of association provide such a preferred right to the individual shareholders.

Step 4 – File a registration application to the Company Register in Poland

The forth stage of Polish company formation process involves submitting an application for entry of company into the National Court Register (KRS) – i.e. Polish Business Register.

Depending on the mode of company incorporation (traditional or online) the application along with all the required appendixes shall be submitted respectively by PRS or S24 portal. Entires of new companies in National Court Register (KRS) are made quicker via S24 system (usually 48 hours), while entries via PRS are slower and typically are made within 1 – 3 weeks.

Step 5 – Complete post-registration compliance

The fifth step of company formation in Poland involves completing after registration compliance, which apart from basic obligations, sometimes involves completion of more stringent regulatory requirements and obtaining permits, licenses or concessions required for certain types of business activity.

Basic post-registration compliance typically includes:

• CRBR – ultimate beneficial owner reporting,
• PCC-3 (civil law transactions tax) – reporting and payment (0,5% rate),
• NIP-8 tax reporting – basic tax information,
• VAT-R – VAT registration.

Step 6 – Open  a bank account

In order to make your company fully operative you shall open a bank account in one of the Polish banks.

Theoretically, it is not mandatory for the Polish company to have a local bank account. However – practically – you will need a local Polish bank account as only such account will provide the following features and benefits:

• ability to make special tax and social security payments (special tax and social security payments modules)
• white listing the account in Polish Tax System – and allowing you to make payments that are considered as tax-deductible.

Key investment incentives

Low corporate income tax

Standard corporate income tax rate in Poland is 19%. However, small companies (so called small taxpayers) are able to benefit from discounted 9% corporate income tax on condition that their revenues did not exceed the revenue of EUR 2 million within a tax year.

0% income tax

Companies that do not pay out the dividend and reinvest the profit do not need to pay the corporate income tax (i.e. 0% tax) if they meet certain criteria. This is so called Estonian CIT from which you may benefit if, e.g.:

• you employ more then 3 full time employees
• only natural persons are shareholder of your company
• you revenue comes predominantly from operations (and not from passive income)
• you do not prepare IAS financial statements
• you are not a lending or financial institution
• you are not operating within Special Economic Zone
• you submitted notification to competent tax office

IP Box and R&D Relief

If your company is an IP creator you may implement certain procedures (incl. IP tracking record) that would allow you to decrease you corporate income tax rate to 5%. If your company implements research and development projects you may benefit from increased tax deductible expenses (upon to 200%), which – in effect – will decrease significantly your corporate income tax.

Special Economic Zones

Special Economic Zones are separate parts of Poland (e.g. industrial parks, technology parks, investment parks) were business may be launched upon preferential terms and conditions. Benefits are agreed with the managing entity of the selected zone. Key incentives are discounts or exemptions from property tax and corporate income tax.

Post company registration obligations

E-signature for Management Board

Every member of the  Management Board must poses EPUAP or an electronic signature which is eIDAS compliant. The e-signature will be used at least once a year to sign and submit the annual financial statements of the Polish company. It is important to underline that most of the world recognized e-signature provides do not offer products that are compliant with Polish law. Our agents will be able to arrange for you the e-signature at the meeting or teleconference.

UBO Reporting

As a part of AML obligations, it is mandatory to report basic data of the Ultimate Beneficial Owner of the newly incorporated company within 7 days from the moment of registration in KRS. The report shall be submitted to Polish UBO Register (CRBR).

Transaction Tax reporting & payment

Company registration in Poland triggers obligation to pay the civil law transactions tax of 0,5% of the share capital amount. Tax return shall be submitted and the tax shall be paid within 14 days from day of execution of the company agreement.

VAT registration

Registration for VAT and EU-VAT in VIESS is not mandatory but in practice it is required to run normal business operations in Poland. VAT registration requires most usually requires 1-3 weeks and submission to the tax office of duly signed VAT-R form along with proof of company address (e.g. lease agreement).

Online company incorporation

Remote company registration is available in Poland. DKP offers unique remote company registration service for both individual and corporate shareholders — unlike other popular providers. Through our innovative software and technical solutions, we enable full company registration entirely online, without the need to visit Poland. Our streamlined process allows companies to be registered within just 1-3 business days, providing a fast and efficient solution for businesses looking to enter the Polish market quickly and smoothly.

Fiduciary company registration in Poland

Why DKP incorporation services?

There are number of reasons why you should choose our Law Firm for your incorporation services provider:

• we are one of few providers in Poland that possess technical solution allowing to register companies fully remotely also for corporate shareholders,
• we have 30 years of experience in providing incorporation services on Polish market,
• we are local experts, and not foreign registration provider without presence in Poland,
• we are a Law Firm (not company registration agency), our lawyers are qualified attorneys and barristers listed with Bar and Attorneys Associations,
• we are one stop shop, i.e. we provide legal services as Law Firm, and affiliated company DPG provides Tax, Payroll and Accounting Services.
• we are distinguished with number of awards for corporate services and appreciated by worldwide recognized clients who trusted in us.

Company formation, incorporation and registration

Above listed terms: company formation, incorporation and registration looks similar. In everyday language they are all associated with one event – i.e. company establishment. In legal terminology they have slightly different meanings:

• company formation is informal term describing entire process of company establishment,
• company incorporation is associated with execution of the Articles of Association or the Statute – which in practice creates existence of the company,
• company registration is associated with the process of registration in KRS (Company House).

Contact our company incorporation lawyers

Company registration inquiries shall be addressed to: [email protected], we will do our best to answer to you e-mail within 24 hours.

FAQ – company registration in Poland