How Foreign Investors Can Incorporate a Polish Limited Liability Company (sp. z o.o.)

If you’re thinking about starting a company in Poland as a foreigner, there’s one thing you should know first: Poland is one of the most business-friendly countries in the world, but its corporate requirements are quite strict.
Starting a limited liability company requires, among others, signing the Articles of Association and registering the company in the commercial register. Most of these actions can be handled remotely or through a local attorney.
A limited company (in Polish: “spółka z ograniczoną odpowiedzialnością” or “sp. z o.o.”) is a preferred choice for many entrepreneurs due to its credibility, flexibility, and the limited financial liability of its shareholders.
 
Foreigners can incorporate a Polish limited company with 100% ownership
 
Just like a local Polish person, a foreigner (natural or legal person) can register a company and own its 100% shareholding. The incorporation process involves filing incorporation documents with the National Court Register( KRS). These documents must meet specific criteria to be accepted for incorporation. In addition to completing the paperwork accurately, companies must also comply with statutory regulations such as those related to taxation and employment law.
 
Shelf company or brand new company – which is better?
 
Purchasing a ready-made shelf company offers an alternative to incorporating a new entity in Poland. While it provides certain advantages over establishing a company from scratch, the optimal choice depends on the specific circumstances. The primary drawback of acquiring a shelf company lies in the risk of undisclosed liabilities, as the buyer assumes all rights and obligations of the existing entity - including undocumented loans, guarantees, promissory notes, or unrecorded private settlements not reflected in the commercial register. Contractual warranties and seller representations of "no prior activity" cannot fully mitigate the potential for subsequent claims.
 
A shelf company is one established by a provider solely to be sold to a buyer. In principle, such a company has never conducted any business activity and has remained inactive until acquired. As a fully operational entity, it avoids the transitional 'company in organization' period and comes with standard Articles of Association, a bank account, lease agreement, and required registrations - with the National Court Register (KRS), statistical office, and tax office - usually excluding social security (ZUS) and EU VAT registration.
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However, upon acquisition, the shelf company retains its previous name and standard scope of activity, so amendments to the articles are often needed. The S24 portal enables quick online incorporation of a brand new sp. z o.o., with registration typically within 1–3 days, so many investors choose incorporating a new entity over purchasing a shelf company.
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Things to consider when setting up a company in Poland
 
When incorporating a company in Poland, several key factors must be considered, including the business model, company name and scope of activities, compliance with incorporation and tax laws, regulatory requirements, appointment of governing bodies, and securing suitable office space.
 
The traditional incorporation process can take up to four weeks for document processing, but online registration through the S24 portal enables fast setup of a sp. z o.o., often completed in 1–3 days. The main drawbacks of the S24 process are that forms and instructions are available only in Polish, and foreigners typically need assistance from Polish lawyers or consultants. Foreign founders can use S24 with a PESEL number, an ePUAP Trusted Profile, or a qualified electronic signature valid in Poland. Another limitation is that only standard template Articles of Association are permitted
 
Preparing for setting up a limited company
 
A limited company is a favoured business structure for most businesses. Here are its main characteristics:
 

• At least one shareholder (natural or legal person).
• At least one member of the management board (director).
• Company’s registered office may be located at virtual address.
• Management board may be composed entirely of non-residents.
• Key document is the Articles of Association which can be modified to provide the right solutions.
• A limited company has a separate legal identity from its owners.
• A limited company limits the liability of its shareholders to the amount they have invested in its shares.
• A limited company pays corporate income tax (CIT); the rates are as follows:
  • - 9% for small taxpayers with revenue up to 2 mln EUR
  • - 19% for medium and large taxpayers

 
Banks and financial institutions perceive a limited company as more trustworthy than sole proprietorships or partnerships, allowing them to acquire funding for expanding their business operations.
 
The traditional incorporation process with the National Court Register (KRS), can take up to four weeks for document processing but online registration through the S24 portal may be completed in 1–3 days.
 
Registration in the UBO register
 
Newly incorporated companies must register their ultimate beneficial owners (UBOs) in Poland's Central Register of Ultimate Beneficial Owners (CRBR), administered by the Ministry of Finance, within 7 days of incorporation to prevent money laundering and terrorist financing.
 
For companies, a UBO is a natural person who holds more than 25% of the total shares, either directly or indirectly.
 
Applying for a corporate bank account
 
After your company has been registered and before commencing business activities, you can open a corporate bank account to facilitate financial transactions.
With over 50 commercial banks operating in Poland, you can easily find one that meets your requirements. To open an account, at least one member of the management board must visit the bank in person to sign the necessary documents. The following documents should be presented:
 

• Copy of the passport
• Extract from the UBO Register
• Extract from the National Court Register (KRS)
• Company’s Articles of Association

 
The process of opening a bank account may take up to 2 weeks, as banks conduct due diligence (KYC/AML checks) on the presented documents.
 
Conclusions
 
The Articles of Association for a Polish limited company is a key document that lets you plan and regulate many investment aspects. It can be customized with tailored clauses to fit your needs - we can help select and draft them. Poland ranks among the world's most business-friendly countries, yet its corporate rules remain strict, so careful planning ensures smooth operations
 
Woźniak Legal possesses the expertise and experience necessary to effectively assist you. Our lawyers can assist you in choosing the right business structure for your investment in Poland and effectively support you in handling your case.
 
Please contact us on office@woznialegal.com.
 
You can also email me directly on grzegorz.wozniak@wozniaklegal.com.