This guide will help you understand the essential aspects of Polish LLC company registration, including eligibility, the benefits of a Polish limited liability company (Spółka z ograniczoną odpowiedzialnością), detailed registration steps, required documentation, taxes and social contributions, key deadlines, common challenges, and how Commenda expedites your registration while ensuring compliance.

Can you register an LLC in Poland?

Yes, you can register an LLC in Poland, with Spółka z o.o. being the country’s standard LLC structure. Unlike many Eastern European countries, Poland welcomes foreign investors. Non-residents face minimal restrictions when founding a sp. z o.o. in Poland. 

Some pointers to note are:

  • Ownership from abroad is permitted. Non-residents of Poland and EU countries are permitted to hold shares in companies. In general, Poland does not require citizenship or residency for the company shareholders.
  • A Polish registered office and correspondence address are mandatory for the company.
  • Non-mandatory local officers. While EU/ foreign residents can be company directors, there are practical concerns (banking, administration, tax contacts) which in most cases require having at least one local contact or a professional nominee service.
  • Mandatory registration. To get an NIP (tax ID), REGON (statistical number), and VAT number if necessary, KRS (National Court Register), tax, and statistical authorities need you to register with them.

Who Uses Polish LLCs Most Often?  

E-commerce sellers, SaaS enterprises, manufacturers and wholesalers, and other service providers are entering the European Union market. Also, other foreign investors are looking for limited liability and access to business deals within the European Union.

Advantages of forming an LLC (sp. z o.o.) in Poland

Establishing a sp.z.o.o in Poland provides you with several advantages, strategic, legal, and operational: 

  • Limited liability protection. The liability for shareholders is limited to the subscribed capital and, in general, will not extend to personal assets that are shielded from corporate creditors.
  • EU market access. Poland is in the EU single market, so there is a straightforward path for trade throughout the EU, subject to local VAT and regulatory requirements.
  • Competitive tax and cost structure. Combined with relatively low labor costs (compared to Western Europe), Poland offers competitive corporate tax rates and EU funds for R&D and investment in many sectors.
  • Predictable legal framework. Polish company law as well as the courts are bound to codified legal systems (Commercial Companies Code) and EU laws, which, for foreign investors, are favorable as they provide certainty on legal matters.
  • Established business ecosystem. Specialized business service providers such as lawyers, accountants, and even payroll service providers are easily accessible alongside startup ecosystems in Poland’s major cities, including Warsaw, Krakow, Wroclaw, and Gdansk.
  • Rapid registration processes. Poland’s offering standard sp. z o.o. Company incorporations through the S-24 electronic system are unique because they allow for faster registration when documents are prepared in order.

Hidden perks: Strong EU professional support markets combined with skilled professionals in Poland and well-developed logistics for the movement of goods in and out of the European Union.

Steps to register an LLC in Poland

Below, we have outlined a practical and sequential roadmap with discrete steps. Timeframes vary significantly — an optimized process through the S-24 electronic system can be completed in a few days, while traditional notarized and court routes can take several weeks.

Step 0: Structure Plan and Founders’ Decisions

  • Talk with the shareholders, share capital, and directorship, and decide if you want to go with the S-24 simplified electronic form or a notarial deed.
  • Choose a distinctive company name and make sure it is not registered in the KRS. You can reserve the name if you want.

Step 1: Draft the company’s articles or use the statute/umowa spółki or S-24 template

  • For a sp. z o.o. company, the minimum share capital is set to the minimum statutory amount, which, for historical reasons, is often cited as PLN 5,000 total share capital. Always confirm the amount before filing.
  • Share distribution, nominal values, powers of the board, and voting procedures. For S-24, a standard template can be used, with further customization done in the platform’s editable fields. 

Step 2: Obtain formal documentation and powers 

  • In the case of a proxy filer, such as Commenda, a notarized power of attorney is required for local representation. Many overseas founders tend to delegate initial filing tasks. 
  • In case the founders’ identification documents are not in Polish, arrangements for translation and notarization of foreign public documents are needed. 

Step 3: Open a company bank account and deposit share capital 

  • Proof of share capital deposit is required for most incorporation procedures. Many banks temporarily offer specialized accounts for this purpose. 
  • KYC procedures require passports, proof of the nature of the business, proof of funds, and frequently, an in-person or video verification meeting. 

Step 4: File incorporation with the KRS 

  • In this step, the articles, director(s), registered address, list of shareholders, and bank deposit confirmation are all submitted. 
  • S-24 online. If you qualify, use the S-24 portal to electronically sign and submit documents for KRS registration. This is a faster route to KRS. Avoids a notary step for standard setups. Complex governance or non-standard clauses may still require a notarial deed.

Step 5: Register for tax & statistic numbers

  • NIP, which is VAT/TAX ID, and REGON are granted after the KRS registration. If you will be trading in Poland and in the EU, you may also need an EU VAT registration. 
  • Notify the local tax office about the business activities, and optionally, you can register as an employer for the ZUS (social security) if you plan to hire employees. 

Step 6: Permits & licenses acquisition (depends on the industry) 

  • Some sectors, such as financial services, healthcare, food, and construction, require additional permits. Check for industry-specific licenses and inform the municipal authorities where necessary. 

Step 7: Accounting, payroll, and compliance filings setup

  • Select an accounting provider in Poland, or use accounting software that meets local standards. Compliance with Polish bookkeeping deadlines for VAT and CIT returns is mandatory. 
  • Monthly or quarterly VAT returns, annual corporate tax, and social security filings for employees are standard obligations. 

Documents required for LLC registration in Poland

Here is a standard documentation checklist. More documents can be added based on the founder’s nationality and details about the company.

For individuals who are founders, 

  • A current passport or national ID (certified copy).  
  • Proof of address (utility bill or bank statement).  
  • Notarized power of attorney if someone is representing you.  

For corporate entities as founders: 

  • Certificate of incorporation or extract from the commercial register of the parent company (dated no more than 3 months).  
  • Board resolution for the formation and the appointment of the local representative or director.  
  • Notarized and apostilled copies with sworn translation into Polish.  

Company documents:  

  • Articles of association (umowa spółki) or statute, for S-24, use the template and attachments.  
  • Bank confirmation of share capital deposit or bank account opening.  
  • Proof of registered office (lease agreement or owner’s statement).  
  • Proof of identity for the nominated directors and proxies.  
  • For certain sectors: licenses, permits, or professional qualifications.  

Document formalities: 

  • Public documents from abroad need to be apostilled or legalized, depending on the country of origin, and require a sworn translation into Polish.  
  • A lot of translation services have a power of attorney for translation services, ready to speed up the submission process.

Tax Obligations after LLC Registration in Poland

Being proactive with taxes prevents unexpected impacts on cash flow. Here are the primary payroll and tax obligations of every newly registered Polish sp. z o.o. company must schedule.

Corporate Income tax (CIT)

  • Polish-registered businesses are liable to corporate income tax (CIT) on the income earned globally. There are small taxpayers and startups that benefit too (check current thresholds and rules that apply to the lower rate).
  • Annual CIT returns and preliminary tax payments or advance payments are mandatory for businesses.

Value Added Tax (VAT)

  • Most goods and services are taxable and have a VAT rate. Some have reduced rates or are exempt. VAT registration is compulsory for businesses with an exceeding turnover or those whose services are VATable.
  • Selling cross-border to other EU VAT-registered businesses also requires compliance with EC Sales Lists and Intrastat if thresholds are reached.

Payroll taxes & social security (ZUS)

  • Employer registers his employees with ZUS and remits pension, disability, health insurance, and other health insurance and ZUS contributions. Social security employer contributions are substantial due to the increase in labor expenses; thus, the company must schedule cash flow for the payroll.
  • In most cases, directors who receive remuneration must be placed on payroll along with paying social contributions, unless certain exemptions apply.

Local Taxes and Other Obligations

  • Property tax, local business tax, or additional fees, depending on your activity or assets, may apply.
  • When dealing with related parties in cross-border transactions, transfer pricing rules and contemporaneous TP documentation, where appropriate, apply.

Corporate Compliance Calendar

  • Regular filings include the monthly or quarterly VAT returns and JPK (tax control files), periodic employer declarations, annual CIT return, and financial statements (audit thresholds apply). Missing deadlines leads to penalties.

Tips: engaging early on with a Polish tax advisor aids in CIT optimization, correct VAT regime selection (e.g., reverse charge for B2B supplies), and payroll mapping. Design invoice templates that include mandatory Polish VAT elements.

Set up your LLC today with Commenda (CTA)

Commenda assists entrepreneurs with full-service spółka z o.o.’s in Poland. Commenda handles everything: from performing company name checks, S-24 filings, coordinating with notaries, to bank introductions, VAT and NIP registration, bookkeeping, and payroll. Our package often includes:  

  • Incorporation via the fastest route (s-24 where applicable) or notarial deed if required;  
  • Local registered office and nominee contact services;  
  • VAT & tax registration (NIP, REGON) and first-year compliance calendar;  
  • Bank introductions to leading Polish and international banks;  
  • Ongoing accounting, payroll, and quarterly VAT/JPK filings.  

Commenda will help you set up a Poland LLC: request a quote or a demo. 

FAQs

What are the ongoing compliance requirements for a Polish LLC?  

Annual financial statements, corporation income tax return, VAT filings (monthly or quarterly based on registration), payroll & ZUS remittances, and KRS updates upon governance or shareholder information changes.  

Can I register my LLC online in Poland?  

Yes—standard sp. z o.o. can be registered through the S-24 government online portal if the eligibility criteria, including standardized articles, are met. More complex arrangements may require a notary route.

What is the timeframe for LLC registration?

If documentation is prepared, bank procedures are completed in a timely manner, and S-24 is used, registration can take a few days to a couple of weeks. If handled via notary and KRS courts, a duration of 2–6 weeks is common.

Do I need a physical office in Poland to register?

While a physical document address is required, it can be a serviced office or your provider’s registered address if you do not have premises to begin with.

Are there any registration costs that are not apparent?

Be mindful of notary charges, translation and apostille fees, bank account opening, legal advising, and publication fees that are required by law. It is best to ask for an all-inclusive quote.

What are your obligations in filing and reporting for the year?

If you exceed thresholds, prepare audited financial statements and file of CIT return. Submit the changes in shareholders and directors to KRS, and file the minutes of the annual shareholders meeting that’s in the year’s met.

Can you appoint a non-resident director?

Yes, it is permitted; however, non-resident directors face practical challenges like KYC for banking, local communications, and tend to appoint a local contact or agent.

What is the process of opening a business bank account?

KYC documents are a requirement for directors and beneficial owners. Some banks need a physical presence, while others enable remote video onboarding. Commenda can assist with documentation and bank introductions.

Can I Change My Company to a Polish Sp. z. O. O.?

Yes, both changes and reorganizations are effective, and they are legal (but tax) planned.

What are the Consequences of Not Fulfilling My Tax Obligations?

Failure to comply may lead to penalties, monetary interest, and in certain cases, more severe business restrictions or legal fines. Tax non-compliance can damage a company’s reputation and result in enforcement investigations.