Register company in Poland – Limited liability company (LLC)

Are you considering registering a limited liability company in Poland and wondering if it’s the right step for your business? An LLC in Poland is one of the most popular forms of business activity, offering partners security of private assets and flexibility in management. Moreover, with the possibility of registering a single-member LLC and the simplicity of online procedures, setting up this type of company has never been easier.

In this article, you’ll find a comprehensive guide to the key aspects of establishing an LLC in Poland – from the legal basics and step-by-step registration procedure to the cost differences between traditional and online registration. Learn how to streamline the process, avoid errors, and optimize your expenses.

Key information before setting up a limited liability company in Poland

Here is the key information you should know before setting up and registering an LLC in Poland:

1. Legal basis

An LLC operates under the provisions of the Polish Code of Commercial Companies (Kodeks spółek handlowych, KSH), which governs all aspects of its functioning.

2. Who can be a member?
• Members can be natural and legal persons, with the exception of a single-member limited liability company, which can only be operated by natural persons.
• Foreigners, both natural and legal persons, may also become partners in a limited liability company, regardless of their nationality or country of residence.
3. Methods of drafting the articles of association
• Traditionally: In the form of a notarial deed.
• Online: Using the S24 system.
4. Mandatory electronic registration

As of 1 July 2021, company registration must be conducted exclusively online. If you use getsix®’s company registration services in Poland the obligations for electronic registration will also be taken over, thus saving time and avoiding formalities.

5. Share capital
• Minimum amount: PLN 5,000 (approximately €1,170 according to the December 2024 exchange rate).
• Contributions can be monetary or non-monetary (in-kind contribution), e.g. real estate, movables or property rights.
6. Transformation of business activity
• Entrepreneurs running as sole proprietors in Poland can transform their business into an LLC without the need to liquidate the sole proprietorship.
7. Inheritance and sale of shares
• Shares in an LLC are inheritable and can be sold.
8. Automatic registration it the Social Insurance Institution (ZUS)
• After the company is registered, it is automatically registered as a payer of social security contributions in the Social Insurance Institution (ZUS).

How to establish a limited liability company (LLC) in Poland – Step by step

Step 1: Preparing the articles of association

The first step in establishing a limited liability company in Poland is to draft the articles of association. This can be done in two ways:

• Traditionally, at a notary – the articles of association must be drawn up in the form of a notarial deed.
• Online – through the S24 system – using a ready-made template available online.

Drafting up the articles of association via the S24 system is available only to natural persons and legal entities with a Polish Trusted Profile (Profil Zaufany) or a qualified electronic signature. The traditional option has no such requirements.

The articles of association must include:

• company name and registered office. The registered office must be located in Poland, but it does not have to be the same as the place of business operations,
• subject of activity (PKD codes),
• amount of share capital (at least PLN 5,000 – approximately €1,170),
• duration of the company (if specified),
• number and nominal value of shares held by each member,
• information on whether members can hold more than one share.

For companies with share capital exceeding PLN 500,000 (approximately €117,000) or more than 25 members, it is necessary to appoint a supervisory board or audit committee.

Note: Once the articles of association are concluded, the LLC is considered to be in the process of establishment and is a ” unincorporated entity ” until it is entered into the National Court Register (KRS). If the application for registration in KRS is not submitted within six months from the conclusion of the articles of association, the articles of association are dissolved.

Step 2: Payment of contributions

Each member must make a contribution to the share capital, as stated in the articles of association. Contributions can be monetary or non-monetary (in-kind contribution), e.g. real estate, movables or property rights, but they must be paid in full before the company’s registration. If contributions exceed the nominal value of the shares, the excess must also be paid.

Step 3: Appointment of the board of directors and any supervisory bodies

A board of directors must be appointed to represent the company. If required by law (e.g., due to the number of members), a supervisory board or audit committee must also be established.

Step 4: Registration of the company in the National Court Register (KRS)

The application for company registration must be submitted:

• Through the Court Registers Portal (PRS), if the agreement was concluded with a notary,
• Through the S24 system, if a template agreement was used.

Registration in PRS:

• The articles of association drawn up at the notary’s office are attached as an appendix.
• A PRS account and authorisation by means of a qualified electronic signature, Trusted Profile or personal signature will be required.

It is worth noting that not only Polish citizens can have a qualified electronic signature – foreigners also have the possibility to obtain one, which allows them to sign documents in Polish registers. getsix® provides full support in the process of obtaining an electronic signature, enabling foreigners to complete the formalities remotely, without the need to appear in person in Poland. The time required to obtain the signature depends on the client’s cooperation – with efficient document submission, the process can be completed in about a month. In the case of a personal attendance, the process is much faster.

Registration in the S24 system:

• The required data includes the company’s name, registered office address, list of members, PKD codes, amount of share capital, and the method of profit and loss distribution.
• Documents are signed using a Trusted Profile or a qualified electronic signature.

Step 5: Obtaining NIP and REGON numbers and additional applications

Once the company is registered in the National Court Register (KRS), the following numbers will be automatically assigned:

• NIP (Tax Identification Number),
• REGON (Statistical Number),
• An entry in the Central Register and Information on Economic Activity (CEIDG).

Additional steps:

• Within 21 days of registration in KRS (or 7 days if the company has employees), a NIP-8 form must be submitted to the tax office. The NIP-8 form is a document used for reporting and updating the identification and supplementary data of business entities.
• • Prior to the beginning of a business activity subject to VAT, a VAT-Rapplication is submitted, which is used to register or update VAT related data.
• Within 7 days from registration in KRS, the company’s beneficial owners must be reported in the Central Register of Beneficial Owners.

Important notes:

• If the articles of association is not submitted to the KRS within 6 months of its conclusion, it is automatically dissolved.
• The company does not start to operate in full legal scope until it is entered into the KRS.

Establishing a company can be a complicated process, which is why it is advisable to use expert assistance. getsix® offers comprehensive support in company registration in Poland, providing clients with individualized services and full support throughout the entire process. With our service, you can choose the level of service that suits your needs and budget, allowing you to avoid mistakes and save time and money.

Learn more about our company registration service here.

Costs of registering a limited liability company (LLC) in Poland

The method chosen for registering a limited liability company (LLC) in Poland significantly impacts the registration costs. In the case of traditional registration with a notary public, the costs are higher and include:

• PLN 500 (approximately €117) court fee for entry into the National Court Register (KRS),
• PLN 100 (approximately €24) for publication of the entry in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy),
• PLN 17 (approximately €4) stamp duty fee for power of attorney (if an attorney is involved),
• Notary fees for drawing up the notarial deed, which vary based on the share capital (the higher the share capital, the higher the notary fee), as well as the cost of copies of the agreement,
• PCC tax (Civil Law Transactions Tax), which is also based on the amount of share capital.

An alternative is registering the company online via the S24 system, which significantly reduces costs. In this case:

• PLN 250 (approximately €59) court fee for entry,
• PLN 100 (approximately €24) for publication of the entry in the Court and Commercial Gazette,
• PLN 17 (approximately €4) stamp duty fee for power of attorney (if an attorney is involved),
• Additionally, the transaction fee charged by the payment operator handling the online company registration in the S24 system must be considered. This is a fee for the operator, such as PayU, and is charged according to their current price list.

How can a foreigner establish an LLC in Poland?

Establishing a limited liability company (LLC) in Poland by a foreigner involves fulfilling several key conditions and gathering the required documentation.

The main identification document is a passport. In addition, the foreigner must provide a certificate of no criminal record , from the country of origin, and a notarial power of attorney must be provided if the process of establishing the company is conducted by an attorney on behalf of a foreign person.

One of the key steps is preparing the articles of association in the form of a notarial act. This document should contain, among other things, the data of the founders, the statute of the company and the amount of share capital. It is important that all documents drawn up in a foreign language are translated by a sworn translator, which is required by Polish authorities.

The registration process involves several steps:

1. Choosing a unique company name and verifying its availability.
2. Opening a bank account in Poland to pay the share capital.
3. Filing an application to register the company in the National Court Register (KRS).
4. Registering the company at the tax office and ZUS to obtain NIP (Tax Identification Number) and REGON (Statistical Number).

During the entire process, the foreigner may use the assistance of legal advisers, tax advisers or accountants who will help avoid mistakes and speed up the registration.

The establishment of a company by a foreigner may also pave the way for the legalisation of their stay in Poland, e.g. by applying for a business visa or a temporary residence card. However, it is important that the business activity makes a real contribution to the country’s economy, which is assessed individually by the relevant authorities.

Registration of a limited liability company in Poland – Tips for entrepreneurs

1. Adjust the share capital to your needs: The minimum amount is PLN 5,000 (approximately €1,170), but it’s worth increasing it if you plan to make larger investments or want to gain the trust of your contractors.
2. Choose the appropriate registration method: Consider whether you prefer the traditional registration at a notary or the online option via the S24 system.
3. Prepare complete documentation: Draft the company’s articles of association, ensuring all required elements are included, such as the company name, share capital, and distribution of shares. Remember that a articles of association concluded at a notary or online are formally different.
4. Meet the deadlines: Make sure that the application for registration is submitted to the National Court Register within 6 months of the conclusion of the articles of association to avoid dissolution.
5. Get expert assistance: If you do not feel confident in legal or tax matters, consider working with an advisor or law firm. This will help speed up the registration process and minimize the risk of mistakes. At getsix®, we offer comprehensive support at every stage of company registration in Poland, helping entrepreneurs effectively and legally start their business. Contact us to learn how we can simplify the process for you.

If you have any questions regarding this topic or if you are in need for any additional information – please do not hesitate to contact us:

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CUSTOMER RELATIONSHIPS DEPARTMENT

ELŻBIETA NARON
Head of Customer Relationships
Department / Senior Manager
getsix® Group

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