Shelf Company or Brand New Company in Poland: Which Is Better?

Establishing a company in Poland can be done in several ways, and acquiring a ready-made (shelf) company is one alternative to incorporating a new entity from scratch. A shelf company is a pre-registered legal entity that has been formed for the sole purpose of resale. It typically remains inactive from its incorporation until purchase, allowing a buyer to assume control of a company that is already fully registered and ready to trade.
 
The primary advantage of purchasing a shelf company lies in its immediacy. The buyer gains a legal entity that is already entered in the National Court Register (KRS), has a tax identification number (NIP), national business registry number (REGON), a corporate bank account, and often a basic office lease. All statutory registrations with the KRS, tax office, and statistical authorities are complete, so the company can commence operations without the transitional phase known as a “company in organization.”
 
For foreign investors or those working under tight timelines - for example, when a corporate structure must be in place before signing a contract or participating in a tender - the time savings can be significant. In addition, the availability of standard Articles of Association and corporate documentation reduces initial administrative formalities.
 
Is buying a shelf company in Poland a good option?
 
The primary drawback 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. While sellers typically provide warranties and representations of "no prior activity," such assurances do not fully protect against subsequent claims. Verifying a shelf company's "cleanliness" requires thorough due diligence and, ideally, an independent audit of its corporate history and accounts.
 
Post-acquisition adjustments
 
Following an acquisition, the buyer typically amends key corporate particulars. Shelf companies frequently retain generic names and standard scopes of activity (PKD codes) that may not align with the buyer's intended operations. Common subsequent steps include updating the Articles of Association, registered office, management board composition, and share capital.
 
Shelf companies are generally not registered for social security (ZUS) or EU VAT purposes. Such registrations must be undertaken separately post-acquisition, contingent on the entity's planned activities and workforce requirements.
 
These adjustments necessitate amendments to the Articles of Association, followed by registration with the National Court Register (KRS), a process that may take up to four weeks.
 
Incorporating a new company via S24
 
In recent years, the practical advantages of buying a shelf company have diminished due to the efficiency of online incorporation through the S24 portal. A new limited liability company can now be established entirely online, often within 1-3 business days. This streamlined process includes immediate assignment of KRS, NIP, and REGON numbers, allowing investors to proceed quickly without the uncertainty associated with acquiring an existing entity.

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 at this stage; amendments can be arranged later after registration. Nevertheless, the S24 option is a very good solution when time is of the essence.
 
Conclusion
 
Ultimately, the choice between acquiring a shelf company and forming a new one depends on the investor’s circumstances and risk tolerance. For urgent transactions or where pre-existing registration is crucial, a shelf company can provide a ready operational vehicle. For most investors, however, incorporating a new entity through the S24 system offers a cleaner and more secure starting point - with minimal delay and full control over the company’s history and structure.
 
Woźniak Legal possesses the expertise and experience necessary to effectively assist you. Our lawyers can assist you in choosing the right solutions 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.