22.05.2024 Business law

How to start a business in Poland? Discover the key steps 

If you want to set up a business in Poland you will have to complete numerous formalities and procedures. We present the most important information that will help a foreign trader to take their first steps on the Polish market.  

Poland is one of the most popular business locations in Europe when it comes to the place of business. It ranks 33rd in terms of investment attractiveness among 190 countries around the world, 3rd in the CEE region and 9th when considering the number of greenfield investments.  

Strategic location, great market potential, the sixth largest population in the European Union or still emerging investment opportunities are just some of the reasons for setting up your business in Poland.  

Choose a legal structure 

To set up a business in Poland, it is first necessary to choose appropriate legal structure. There are many business structures to choose from, however, traders starting their business in Poland most often choose the following: 

  • a limited liability company (sp. z o.o.) 
  • a branch 

What is a limited liability company? 

One of the most common forms of doing business in Poland is a limited liability company, the operation of which is regulated by the Commercial Companies Code. It is a separate entity which, upon an entry in the business register (National Court Register – KRS), acquires legal personality. 

A limited liability company in Poland is a common choice due to preferential tax conditions and because the procedure for setting it up this is relatively simple and transparent. A limited liability company may be established by one or more natural or legal persons regardless of nationality or place of registered office.  

The main bodies of a limited liability company are: 

  • general meeting of shareholders
  • management board 
  • supervisory board (subject to certain conditions) 

The purpose of setting up a company may be arbitrary, but it must comply with legal regulations. This type of company is most often chosen by small and medium-sized enterprises. The minimum share capital of a limited liability company is PLN 5,000. 

How to set up a limited liability company in Poland? 

Currently, a limited liability company can only be registered electronically. The S-24 and PRS portals are used for this purpose. 

To register a company in the S-24 system, you will have to have an active account confirmed by an electronic signature and: 

  • sign articles of incorporation (according to the template available in the electronic system) 
  • pay contributions to share capital required from the shareholders 
  • appoint the management board 
  • appoint the supervisory board (if applicable)
  • submit relevant declarations
  • register in the National Court Register (KRS)  

However, it is worth noting that the S-24 portal is not recommended to persons who do not have Polish citizenship due to the obligation to have an electronic signature or be a registered user of ePUAP (Electronic Platform of Public Administration Services) and due to the fact that the portal is only available in Polish.

The PRS portal may seem to be more friendly.  A person from abroad may appoint other persons who can go to a notary in Poland and sign the company’s articles of incorporation on the basis of a written power of attorney drawn up abroad. In addition, the following conditions must be met: 

  • signing the articles of incorporation before a notary  
  • contributions to share capital by shareholders (also in-kind) 
  • appointment of the management board 
  • appointment of the supervisory board (if applicable)
  • submission of relevant declarations 
  • registration in the National Court Register (KRS)  

After registration of the company you will have to submit supplementary data to a tax office (NIP-8 form). 

See also: Company formation in Poland

Branch of a foreign company in Poland 

Opening a business activity in the form of a branch of a foreign company is a solution that some foreign traders choose. No obligation to establish a separate economic entity saves money and time and promotes control of activities in the country of choice.  

Download our brochure:

What is a branch of a foreign company? 

A branch acts for and on behalf of the parent company, therefore any acquired right or incurred liability directly affects the foreign parent company. As a general rule, the branch’s activity is limited. This means that a branch must carry out the same type of economic activity as its foreign parent company and the scope of its activities must not go beyond what is defined in the articles of incorporation of the parent company.  A branch also has no separate bodies such as management board or  meeting of shareholders. 

A branch does not have separate assets either – it uses the capital of the parent company, but may be obliged to present current documentation allowing to assess its financial situation, for example, when a branch takes part in a tender. 

Who can open a branch in Poland? 

In accordance with the provision of Article 14 of the Act on the Rules for the Participation of Foreign Traders and Other Foreign Persons in Business Trading in the Republic of Poland, a branch in Poland may be opened by a foreign trader from other EU Member State or Member State of the European Free Trade Agreement (EFTA). 

Other traders can open a branch in Poland on the basis of the principle of reciprocity. This means that a trader will be able to open a branch in Poland if the international agreement guarantees similar rights to Polish traders abroad.  

How to register a branch of a foreign company in Poland? 

A branch may start its business activity once it is registered in the National Court Register (KRS).  The application is submitted electronically via the Court Registers Portal (PRS).     

The application must be accompanied by the necessary documents, including the articles of incorporation of a parent company, a copy of an entry from the register with a certified translation into Polish or the address in Poland of a person authorised in the branch to represent a foreign trader. 

Detailed information on the registration of a branch of a foreign company can be found here: How to set up a branch of a foreign company in Poland?

Registration of the company in the Central Register of Beneficial Owners 

An important step in setting up a company in Poland is the registration in the Central Register of Beneficial Owners. The register collects and processes beneficial ownership information of entities and its main purpose is to counteract money laundering and terrorist financing. 

Companies are obliged to provide information about their beneficial owners within 14 business days of registration with the National Court Register. As regards the information already provided, the update in the register should be submitted within 14 business days of the change.  

Open a bank account in Poland 

Opening a bank account is not mandatory, but we recommend it, because it allows you to organise the company’s finances and reduces possible tax risks.

However, there are certain conditions that trigger the obligation to have a company bank account, which are as follows:   

  • the other party to the transaction from which the payment results is another trader 
  • value of a one-off transaction, regardless of the number of payments resulting from it, exceeds the equivalent of PLN 15,000.

To open a bank account in Poland, it is necessary to fill in documents that contain information such as data about the company and its  beneficial owner, reasons for opening a bank account in a particular bank branch and country, or the amount of income. In most banks, it is possible to open a bank account remotely, without the obligation to appear in person.

An account opening process may vary from one financial institution to another due to individual internal procedures. One thing is sure, regardless of the bank in which you decide to open an account, the company must be registered in the National Court Register.

What is a shelf company?  

Traders who would like to avoid a longish process of registering a new business and immediately start doing business can buy a shelf company.  A shelf company is already registered in the National Court Register, has a bank account, NIP and REGON number and registration for VAT and EU VAT. A process of buying a shelf company takes only a few days and is an ideal solution for traders who value convenience and cost efficiency. 

Investing in Poland – how can we help?

If you want to find out more information about business activity in Poland, contact us:

We also encourage you to watch a recording of webinar during which our experts from TGC Corporate Lawyers and Crowe Poland talk about the forms of doing business in Poland, tax issues, local accounting regulations and the process of hiring employees.  

Anna Szczerba Director of Company Law Department and Corporate Secretarial Services
TGC Corporate Lawyers
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