Pre-publication legal and tax review

Key legal and tax points verified for this article

1. A foreigner may generally be a shareholder in a Polish limited liability company.
   The article should not suggest that Polish citizenship, Polish tax residence or Polish residence status is generally required to hold shares in a Polish sp. z o.o.
2. A foreigner may generally be a management board member.
   This should be stated with legal caution: the person must meet the general eligibility requirements applicable to board members and must be able to perform board duties in practice.
3. Shareholding must be separated from immigration and work/residence matters.
   Owning shares in a Polish company does not automatically give a foreign founder the right to live, work or manage operations physically in Poland. Immigration and employment issues require separate analysis.
4. A Polish sp. z o.o. can be formed either online through S24 or through a notarial deed.
   S24 is useful for simple structures using a standard template. It is not appropriate for every case, particularly where the shareholders need bespoke corporate governance, in-kind contributions, more complex joint venture mechanics or a foreign company as shareholder.
5. S24 should not be presented as a universal solution.
   The article must make clear that a fast online registration may be commercially attractive, but can be legally insufficient for a joint venture, investment structure, shareholder control arrangements or broader cross-border setup.
6. Minimum share capital should be presented as PLN 5,000, with a minimum nominal value of one share of PLN 50.
   This is stable corporate law content, but should still be checked against the Commercial Companies Code before publication.
7. One-person Polish limited liability company requires caution.
   A foreign founder can generally be the sole shareholder of a Polish sp. z o.o., but a Polish sp. z o.o. cannot be formed solely by another single-shareholder limited liability company. Also, sole-shareholder structures may create Polish social security or corporate documentation issues that should not be ignored.
8. NIP and REGON are generally assigned automatically after KRS registration, but this does not complete all tax obligations.
   The article should explain that NIP-8, VAT-R, VAT-EU, PCC and accounting are separate matters.
9. CRBR is mandatory for a Polish sp. z o.o.
   The filing is made by a person authorised to represent the company. For companies entered into KRS after 10 November 2022, the CRBR filing deadline should be described as 14 days from KRS registration, with the same 14-day logic for changes. Final check required before publication.
10. NIP-8 should be described as supplementary tax identification data.
    General rule: 21 days from KRS registration; 7 days if the company becomes a social security contribution payer. The article should avoid saying simply “NIP-8 is always due within 21 days”.
11. VAT registration is not automatic for every new company.
    VAT-R must be assessed against the company’s business model, VAT exemptions, taxable activities, cross-border transactions, e-commerce, imports and EU services. This is a tax-sensitive point and must be stated conservatively.
12. VAT-EU is not the same as ordinary VAT registration.
    VAT-EU registration is relevant before certain intra-EU transactions or services and is handled via VAT-R or a VAT-R update.
13. e-Delivery is now a core post-registration issue.
    Non-public entities registering in the National Court Register from 1 January 2025 are covered by the e-Delivery requirement from the registration stage. Entities already registered before 1 January 2025 were covered according to the statutory schedule. The article should focus not only on obtaining an address, but on real monitoring of incoming official correspondence.
14. PCC should be mentioned carefully.
    Civil law transaction tax on the articles of association should be distinguished between S24 formation and notarial formation. If the article gives detailed PCC instructions, the exact rate, taxable base and filing route should be checked immediately before publication.

The article should contain a legal disclaimer.
It is aimed at foreign founders, so it must make clear that it is an information piece and not legal or tax advice for a specific matter.

How to Set Up a Limited Liability Company in Poland as a Foreign Founder

Poland is increasingly used by foreign founders as a practical entry point to the European Union market. A Polish limited liability company — spółka z ograniczoną odpowiedzialnością, usually abbreviated as sp. z o.o. — can be an efficient structure for trading, services, e-commerce, technology projects, investment vehicles and joint ventures.

For many foreign entrepreneurs, a Polish sp. z o.o. offers a clear corporate form, limited liability for shareholders, a Polish registration number, tax identification number, accounting framework and a local entity capable of contracting with banks, payment providers, logistics operators, marketplaces and EU counterparties.

However, company formation in Poland is not just a formality. A foreign founder must choose the correct registration route, prepare shareholder and management data, verify electronic signatures or powers of attorney, secure a registered address, understand post-registration obligations and assess whether the company must register for VAT or VAT-EU.

This guide explains how to set up a Polish limited liability company as a foreign founder and what to check before the company starts operating.

Short answer

A foreign founder can generally set up a limited liability company in Poland and can usually be both a shareholder and a management board member. The company may be registered online through the S24 system if the structure is simple, or through a notarial deed if the articles of association require custom provisions.

The registration itself is only the first stage. After entry in the National Court Register, the company must deal with beneficial owner reporting, NIP-8 supplementary tax data, e-Delivery, accounting, bank account opening, possible VAT or VAT-EU registration and internal corporate documentation.

[CTA: Planning to set up a Polish limited liability company as a foreign founder? MB/LAW can assess whether your case qualifies for S24 registration, whether a notarial route is safer and which post-registration obligations you should plan before launch.]

What is a Polish limited liability company?

A Polish limited liability company is a separate legal entity. In Polish, it is called spółka z ograniczoną odpowiedzialnością and commonly abbreviated as sp. z o.o.

In practical terms, a sp. z o.o. can:

• own assets;
• enter into contracts;
• issue invoices;
• hire employees;
• open a bank account;
• register for VAT;
• conduct trading, service or e-commerce activity;
• act as a Polish subsidiary of a foreign group;
• act as a joint venture vehicle.

The shareholders are generally not personally liable for the company’s debts merely because they hold shares. This does not mean there is no risk. Management board members may face liability in certain situations, including where they fail to perform statutory duties or where enforcement against the company is ineffective and the statutory conditions for board liability are met.

For foreign founders, this distinction is important. The company may limit shareholder exposure, but it still requires real management, proper accounting, tax discipline and compliance.

Can a foreigner set up a company in Poland?

Yes. A foreigner can generally be a shareholder in a Polish limited liability company. Polish citizenship is not generally required to hold shares in a sp. z o.o.

A foreigner can also generally serve as a management board member, provided that the person meets the general requirements applicable to board members and no specific legal restriction applies.

However, three issues should be kept separate:

1. owning shares in a Polish company;
2. serving as a board member;
3. having the right to live, work or physically manage business operations in Poland.

Company ownership does not automatically create immigration rights. If the foreign founder intends to relocate to Poland, work from Poland or manage the company on the ground, immigration and employment issues should be assessed separately.

Who can be a shareholder?

A Polish sp. z o.o. may be owned by:

• one foreign individual;
• several foreign individuals;
• a foreign individual together with a Polish partner;
• a foreign company;
• a foreign group through a subsidiary structure;
• a mix of individuals and legal entities.

The simplest structure is usually a company owned by one or more individuals. More complex structures, such as a foreign company acting as shareholder or a joint venture between foreign and Polish partners, usually require additional documentation and closer legal review.

One-person company

A foreign founder may generally be the sole shareholder of a Polish sp. z o.o. That structure is common, but it should not be selected automatically.

A single-shareholder structure may create additional issues, including corporate documentation rules, social security analysis and practical questions around governance. There is also a specific Polish corporate law restriction: a limited liability company may not be formed solely by another single-shareholder limited liability company.

For that reason, one-person company structures should be reviewed before registration, especially where the shareholder is another company or where the founder plans to use the company as a long-term EU operating vehicle.

S24 or notarial deed: which route should a foreign founder choose?

A Polish limited liability company can generally be formed in two ways:

1. online through the S24 system using a standard template; or
2. through a notarial deed, with customised articles of association.

The right route depends on the structure, governance needs, shareholder profile and business model.

When is S24 a good option?

S24 is the online company formation system. It can be efficient when the company structure is simple and the shareholders accept the standard template of the articles of association.

S24 will often be suitable where:

• shareholders are individuals;
• contributions are in cash;
• the shareholding structure is straightforward;
• there are no in-kind contributions;
• the founders do not need bespoke governance provisions;
• the company does not require special shareholder rights;
• all signatories can sign electronically;
• the founders want a fast and standardised registration process.

For a straightforward e-commerce, trading or service company with two individual foreign shareholders, S24 may be the most practical route.

However, the advantage of S24 is also its limitation: the system is based on templates. It is not designed for complex shareholder arrangements.

When should a foreign founder use a notarial deed?

A notarial deed should be considered where the company needs a customised legal structure.

This is often the case where:

• one shareholder is a foreign company;
• the project is a joint venture;
• the founders want special rights attached to shares;
• there are in-kind contributions;
• there are detailed transfer restrictions;
• the founders need drag-along, tag-along or deadlock provisions;
• a shareholders’ agreement is being negotiated;
• the company will operate as part of a wider group structure;
• governance, financing or exit rights must be regulated carefully.

A notarial route is usually more expensive and less automatic than S24, but it may be legally safer where the company is meant to support a serious long-term business structure.

Articles of association vs shareholders’ agreement

Foreign founders often assume that the articles of association will regulate all business issues between shareholders. That is not always correct.

The articles of association are the constitutional document of the company. They regulate core corporate matters such as name, registered office, business objects, share capital, shares and governance.

A shareholders’ agreement is a separate contract between shareholders. It may regulate commercial issues that are not appropriate or not convenient to include in the articles, such as:

• funding obligations;
• non-compete obligations;
• confidentiality;
• deadlock resolution;
• exit rights;
• drag-along and tag-along;
• intellectual property arrangements;
• operational roles;
• consequences of breach;
• decision-making rules between founders.

For joint ventures and investment structures, the shareholders’ agreement is often as important as the company registration itself.

What information is needed before registration?

Before starting the registration process, founders should prepare both company data and personal or corporate data of the shareholders and board members.

Founder and board member data

For each individual, the following information is usually needed:

• full name as shown in the passport or ID document;
• citizenship;
• date of birth;
• residential address;
• address for service;
• passport or ID number;
• PESEL number, if the person has one;
• e-mail address;
• role in the company;
• tax residence information;
• information relevant to beneficial ownership;
• electronic signature details, if applicable.

For foreign founders, consistency of names is critical. Differences in transliteration, middle names, order of names or characters can create practical problems when signing documents or opening bank accounts.

Company data

For the Polish company, the founders should decide:

• company name;
• registered office city;
• registered address;
• business activity codes;
• share capital;
• number and nominal value of shares;
• share allocation between shareholders;
• management board composition;
• representation rules;
• financial year;
• business model;
• expected tax and VAT profile.

If the company will conduct e-commerce, imports, marketplace sales or cross-border services, the business model should be analysed before registration, not after the first transactions.

Does a foreign founder need a PESEL number?

Not always.

A PESEL number can make many Polish administrative and digital processes easier, but it is not always a legal condition for being a shareholder or a management board member of a Polish sp. z o.o.

In practice, foreign founders often use a qualified electronic signature. The signature should be checked before the registration process begins.

Common problems include:

• mismatch between passport data and signature certificate data;
• different order of names;
• transliteration issues;
• missing middle names;
• expired certificates;
• signature not accepted by the relevant system;
• the signatory not being technically able to sign the documents in time.

For cross-border company formation, signature verification is a practical workstream, not a minor technical detail.

Can a foreign founder act through an attorney?

Yes, in many cases a foreign founder may act through an attorney. However, powers of attorney must be reviewed carefully.

A power of attorney may need to cover:

• signing or joining the articles of association;
• taking up shares;
• filing registration documents;
• representing the founder before the notary;
• representing the founder before the National Court Register;
• making tax or administrative submissions;
• receiving correspondence.

If the document is issued abroad, it may require apostille or legalisation and a sworn translation into Polish, depending on the country, document type and intended use.

A document that is commercially acceptable in the founder’s home country may not be sufficient for a Polish notary, bank, court or tax authority.

Registered address and virtual office

A Polish company needs a registered office and address. Foreign founders often use a virtual office or serviced office at the beginning.

This may be practical, but the address should be selected carefully. A company address is not just a line in the registration form. It affects official correspondence, tax matters, bank onboarding, accounting, e-Delivery procedures and business credibility.

Before choosing an address provider, check:

• whether the agreement allows company registration at that address;
• how incoming mail is handled;
• how quickly documents are scanned or forwarded;
• who receives registered letters;
• whether originals can be stored;
• whether the address is acceptable to banks and accountants;
• whether the provider has experience with foreign-owned companies.

For companies managed from abroad, reliable correspondence handling is critical.

Minimum share capital and shares

The minimum share capital of a Polish sp. z o.o. is PLN 5,000. The minimum nominal value of one share is PLN 50.

Before registration, the founders should decide:

• whether to use minimum or higher share capital;
• how many shares will be issued;
• whether the shares will have equal nominal value;
• how the shares will be divided among founders;
• whether the structure has governance or tax consequences;
• whether the company will need additional financing shortly after formation.

Minimum share capital is legally sufficient in many cases, but it may not always be commercially optimal. Banks, contractors, logistics partners or marketplace providers may assess the company more broadly, including its ownership, financing, business model and transaction profile.

KRS registration and official fees

A Polish limited liability company becomes fully registered after entry in the National Court Register — in Polish, Krajowy Rejestr Sądowy, abbreviated as KRS.

The registration fee differs depending on the route:

• lower court fee if the articles are signed through S24;
• higher court fee if the company is registered through the traditional route;
• a separate fee for publication in the Court and Commercial Gazette;
• possible stamp duty for a power of attorney;
• notarial fees if the notarial route is used.

What happens after the company is registered?

The KRS entry is not the end of the process. It starts the post-registration phase.

The new company should address at least the following items:

1. CRBR beneficial owner filing;
2. NIP-8 supplementary tax data;
3. e-Delivery setup and monitoring;
4. accounting agreement;
5. bank account;
6. VAT and VAT-EU analysis;
7. PCC settlement, where applicable;
8. internal corporate documentation;
9. document flow between management, accounting and legal advisors;
10. operational compliance depending on the business model.

For foreign founders, the most common risk is to register the company and then leave the post-registration tasks uncoordinated.

CRBR: beneficial owner reporting

A Polish sp. z o.o. must report beneficial owner information to the Central Register of Beneficial Owners, known as CRBR.

The filing must be made by a person authorised to represent the company. It is not merely an administrative formality. The filing contains a statement on the accuracy of the submitted data and may involve liability if the information is false or not submitted on time.

For companies entered into KRS after 10 November 2022, the CRBR filing deadline should be treated as 14 days from KRS registration. Changes should also be reported within the statutory deadline.

Foreign-owned companies should prepare beneficial ownership data before registration. If the shareholder is a foreign company, identifying the ultimate beneficial owner may require analysing several layers of ownership and control.

NIP-8: supplementary tax data

After registration, the company generally receives NIP and REGON automatically. This does not mean that all tax identification obligations are complete.

The company must usually submit NIP-8, which provides supplementary data to the tax office.

NIP-8 may include, among other things:

• contact details;
• bank accounts;
• place where accounting records are kept;
• accounting office details;
• additional operational data;
• information relevant to social security payer status.

The general deadline is 21 days from KRS registration. If the company becomes a social security contribution payer, a shorter 7-day deadline may apply.

NIP-8 does not replace VAT-R, VAT-EU, CRBR, PCC or accounting obligations.

e-Delivery: official electronic correspondence

e-Delivery is Poland’s official electronic delivery system. It should not be treated as ordinary e-mail.

For a company, the key issue is not only obtaining an e-Delivery address, but also creating a real procedure for monitoring incoming correspondence. Official deadlines may run even if the management board is abroad and nobody checks the mailbox in practice.

A foreign-owned company should decide:

• who administers the e-Delivery mailbox;
• who checks it and how often;
• who forwards documents to the board;
• who acts during absences;
• how receipt dates are recorded;
• who coordinates responses with lawyers or accountants.

This is particularly important for foreign founders who do not have day-to-day management physically present in Poland.

VAT-R and VAT-EU: tax registration is not automatic

A new Polish sp. z o.o. does not automatically have to be an active VAT payer in every case.

VAT registration depends on the business model. Before filing VAT-R, founders should check:

• whether the company sells goods or services;
• whether sales are B2B or B2C;
• whether customers are in Poland, the EU or outside the EU;
• whether the company imports goods;
• whether it performs intra-EU supplies or acquisitions;
• whether it purchases services from foreign providers;
• whether it sells through marketplaces;
• whether VAT exemption may apply;
• whether VAT-EU registration is needed.

VAT-EU registration is relevant before certain intra-EU transactions and certain cross-border services. It is handled through VAT-R or an update of VAT-R.

For e-commerce, VAT should be analysed before sales begin. Mistakes in VAT can affect pricing, cash flow, marketplace accounts, accounting and tax risk.

Accounting and bank account

A Polish sp. z o.o. is subject to full accounting. Accounting should be arranged before the company starts operating, not after several months of transactions.

The accounting setup should cover:

• document flow;
• bank statements;
• invoices;
• marketplace documents;
• foreign currency transactions;
• payroll, if any;
• VAT reporting, if applicable;
• CIT compliance;
• annual financial statements;
• communication with the management board.

Opening a bank account may require additional AML documentation, especially where the shareholders, board members or beneficial owners are foreign. Banks may ask about the source of funds, ownership structure, business model, countries of transaction, expected turnover and types of products or services.

E-commerce and marketplace companies: additional issues

If the Polish company will be used for e-commerce or marketplace sales, company formation is only one part of the project.

The founders should also check:

• VAT and VAT-EU;
• OSS or IOSS, if relevant;
• import and customs;
• product safety;
• CE marking, if applicable;
• consumer terms and return policies;
• privacy policy and GDPR;
• marketplace seller requirements;
• packaging, batteries, electronics and waste obligations;
• logistics and fulfilment arrangements;
• bank and payment provider onboarding.

A Polish company can be a strong EU operating vehicle, but it should be designed around the actual e-commerce model.

Step-by-step process for foreign founders

Step 1: Decide the business model

Before choosing documents, decide how the company will operate. Will it sell goods, provide services, trade through marketplace, import products, act as a subsidiary, hold IP or operate as a joint venture?

Step 2: Choose the ownership structure

Decide whether the shareholders will be individuals, foreign companies or a mixed structure. This affects documents, signatures, beneficial ownership and registration route.

Step 3: Choose S24 or notarial route

Use S24 for simple structures. Use the notarial route or additional documentation where the company needs tailored governance, shareholder rights or investment protection.

Step 4: Prepare data and signatures

Collect founder and board data. Verify electronic signatures before finalising the registration package.

Step 5: Secure the registered address

Choose a reliable address or virtual office provider. Make sure correspondence will be handled properly.

Step 6: Prepare the articles of association

Use the S24 template or a custom notarial document, depending on the route.

Step 7: File with KRS

Submit the registration application and monitor the case for any court requests or technical issues.

Step 8: Complete post-registration obligations

After KRS entry, handle CRBR, NIP-8, e-Delivery, accounting, bank account, VAT analysis and corporate documentation.

Step 9: Prepare operational compliance

If the company conducts regulated activity, e-commerce, import, financial services, data processing or product sales, assess additional legal and tax obligations.

Checklist: before setting up a Polish company

Who will be the shareholder?

Will the shareholder be an individual or foreign company?

Will there be one shareholder or several shareholders?

Who will sit on the management board?

Is S24 sufficient?

Is a notarial deed safer?

Is a shareholders’ agreement needed?

Do all signatories have valid electronic signatures?

Does the company have a reliable registered address?

What is the business model?

Will the company sell goods or services?

Will the company import goods?

Will there be marketplace sales?

Does the company need VAT or VAT-EU registration?

Who will provide accounting?

Who will monitor e-Delivery?

Who will handle bank onboarding?

Who will identify beneficial owners?

Are translations, apostille or legalisation needed?

What should happen during the first 30 days after registration?

Checklist: first 30 days after KRS registration

1. Download the current KRS extract.
2. Confirm NIP and REGON.
3. Identify beneficial owners.
4. Prepare and submit CRBR filing.
5. Prepare NIP-8.
6. Set up and monitor e-Delivery.
7. Sign accounting engagement.
8. Determine where accounting records are kept.
9. Open a bank account.
10. Assess VAT-R.
11. Assess VAT-EU.
12. Review PCC obligations.
13. Prepare corporate records.
14. Set up document flow.
15. Assign responsibility for official correspondence.
16. Prepare marketplace, e-commerce or sector-specific compliance if relevant.

Common mistakes foreign founders make

Mistake 1: treating registration as the whole project

KRS registration creates the company, but it does not complete accounting, tax, VAT, CRBR, e-Delivery, banking or operational compliance.

Mistake 2: using S24 for a complex joint ventur

S24 is efficient, but it is template-based. Complex founder rights, investment protections and exit mechanisms usually require more than a standard online registration.

Mistake 3: leaving electronic signatures until the end

A defective or incompatible signature can stop the process at the last stage. Signatures should be verified early.

Mistake 4: ignoring beneficial ownership

Foreign structures may require a deeper look at control and ownership. CRBR should not be treated as a copy-paste exercise.

Mistake 5: registering for VAT without analysing the model

VAT can be essential, optional or unnecessary at the beginning, depending on the facts. The decision should be made with tax input.

Mistake 6: using a weak correspondence setup

A virtual office without reliable mail handling, e-Delivery monitoring and internal escalation can create serious risk for a foreign-managed company.

FAQ: setting up a Polish limited liability company as a foreign founder

Can a foreigner set up a limited liability company in Poland?

Yes. A foreigner can generally hold shares in a Polish sp. z o.o. and may also serve as a management board member, subject to general legal requirements and practical ability to perform the role.

Does a foreign founder need to live in Poland?

Not necessarily. Shareholding does not generally require residence in Poland. However, immigration, work and physical management issues should be analysed separately if the founder plans to relocate or manage the company from Poland.

Can a Polish company be registered online?

Yes, if the company qualifies for the S24 route. S24 is suitable for simple structures using the standard template and electronic signatures.

When is a notarial deed better than S24?

A notarial deed is usually better for joint ventures, foreign companies as shareholders, in-kind contributions, customised governance, special shareholder rights or investment structures.

Does a foreign founder need a PESEL number?

Not always. A PESEL number may help with Polish administrative systems, but foreign founders often use qualified electronic signatures. The signature should be verified before registration.

What is the minimum share capital of a Polish sp. z o.o.?

The minimum share capital is PLN 5,000. The minimum nominal value of one share is LN 50.

Is VAT registration automatic after company formation?

No. VAT registration depends on the business model and should be assessed separately. If registration is required, VAT-R must be filed at the correct time.

What is CRBR?

CRBR is the Central Register of Beneficial Owners. A Polish sp. z o.o. must report its beneficial owners, and the filing is made by a person authorised to represent the company.

What is NIP-8?

NIP-8 is a supplementary tax identification filing. It provides additional data to the tax office and is separate from VAT registration and CRBR.

What is e-Delivery?

e-Delivery is Poland’s official electronic delivery system. A company should not only obtain an address, but also create a procedure to monitor official correspondence.

Does MB/LAW assist foreign founders with company formation in Poland?

Yes. MB/LAW assists foreign founders with company formation, S24 or notarial route assessment, registration documentation, post-registration obligations, coordination with accounting and ongoing legal support.

How MB/LAW can help

MB/LAW assists foreign founders, investors and business owners with setting up and operating Polish companies. We approach company formation as a legal and operational process, not just a registry filing.

We can support you with:

-choosing between S24 and notarial registration;

preparing the company formation structure;

reviewing shareholder and management data;

coordinating electronic signatures or powers of attorney;

preparing or reviewing articles of association;

coordinating KRS registration;

planning CRBR, NIP-8 and e-Delivery;

coordinating with accounting and tax advisors;

assessing VAT and VAT-EU issues at a high level;

supporting bank onboarding and documentation;

advising on e-commerce, marketplace and cross-border business models;

providing ongoing legal support after registration.

A Polish limited liability company can be a practical structure for entering the Polish and EU markets. The key is to set it up in a way that matches the founder’s real business model, tax profile, management structure and compliance needs.

A Polish limited liability company can be a practical structure for entering the Polish and EU markets. The key is to set it up in a way that matches the founder’s real business model, tax profile, management structure and compliance needs.

 If you are a foreign founder planning to set up a limited liability company in Poland, contact MB/LAW for an initial company formation review covering S24, KRS registration, shareholder structure, post-registration obligations, VAT and operational compliance.

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