Setting up a Company in Poland as a Foreigner – Registration and Residence Permits

Are you a foreign national planning to start a business in Poland? Would you like to provide services, open a local office for your company or develop a new business? One of the options available under Polish law (and arguably one of the best) is to operate through a limited liability company, known as a spółka z ograniczoną odpowiedzialnością, or sp. z o.o. Among other advantages, the company acts in its own name and has assets separate from those of its shareholders. As a rule, shareholders are not liable for the company’s obligations.

However, if you intend not only to run a business in Poland but also to move to Poland, it is worth considering your residence situation alongside your business plans from the outset. Setting up a company does not automatically give you the right to live or work in Poland. It may, however, be a key element of an application for an appropriate permit.

Can a foreigner set up a company in Poland?

Yes. Polish citizenship is not required to establish a limited liability company. A foreign national may hold shares in the company and may even be its sole shareholder. The same rules apply as for Polish citizens.

An alternative to starting a business from scratch is purchasing an existing company in Poland by acquiring shares as a foreign national. Before the transaction, however, the company’s legal position should be reviewed, including its liabilities, existing contracts and tax position.

What should you decide before registering a company?

The main matters to decide at the outset include:

• the company name under which the business will operate,
• what exactly the company will do,
• who will hold shares and in what proportions,
• the amount of the company’s share capital,
• who will sit on the management board,
• who will be authorised to sign contracts,
• how profits will be distributed and decisions made,
• what will happen if someone wishes to sell their shares or end their involvement in the business.

These are only examples. The matters to be agreed depend on the proposed business, the number of shareholders and how the company will be financed. It is worth discussing them before drafting the articles of association so that the provisions reflect the shareholders’ needs and reduce the risk of future disputes.

How do you register a limited liability company in Poland?

There are two main routes.

Registration through the S24 portal takes place online and uses a standard template for the articles of association. It may be suitable for a straightforward venture. Contributions to the share capital must be made in cash, and those signing the documents need electronic signatures supported by the system.

The second option is to execute the articles of association before a notary, giving shareholders greater flexibility. This allows the company’s governance arrangements to be tailored to the relationship between shareholders, the proposed financing or the future involvement of an investor. The registration application is then submitted electronically through the Court Registers Portal (Portal Rejestrów Sądowych, or PRS).

If a person participating in the notarial procedure does not understand Polish, appropriate interpretation must be arranged by ensuring that a sworn interpreter is present.

The company acquires legal personality upon entry in the National Court Register (Krajowy Rejestr Sądowy, or KRS).

What documents and costs should you allow for?

The documents generally include the articles of association, shareholders’ details, documents appointing the management board, addresses for service and the required declarations, including those concerning foreign status.

If a foreign company is to become a shareholder, documents confirming its registration and rules of representation may be needed. Depending on the country of origin, these may require a sworn translation, an apostille or legalisation.

As a rule, a PESEL number is not a prerequisite for acquiring shares. Before choosing S24, however, it is worth checking that everyone involved will be able to sign the documents correctly within the system.

The time needed for registration depends, among other things, on the court’s workload and whether the application is complete. Missing documents or the need to clarify matters involving a foreign shareholder may extend the proceedings, potentially by several months.

Does setting up a company help you obtain a residence permit?

Running a business may provide grounds for applying for a temporary residence permit in Poland. However, registering a company and paying in the share capital are not, by themselves, sufficient to obtain a favourable decision.

For non-EU nationals using this route, the appropriate permit is generally a temporary residence permit for the purpose of conducting business activity. The correct procedure depends on the foreign national’s actual role, including whether they manage a company in which they hold shares.

The authority examines both the applicant’s circumstances and the company’s business activity. Relevant factors include whether the business generates the required level of income or meets the required employment threshold. Alternatively, evidence may be provided of resources or actions that will enable these conditions to be met in the future. The foreign national must also satisfy personal requirements relating to matters such as health insurance, a stable and regular income and accommodation.

A company that exists only on paper, without financing or genuine business activity, therefore does not provide a strong basis for obtaining a permit.

What should you remember after the company is entered in the KRS?

Registration in the KRS does not complete the formalities. Further steps include arranging accounting and legal support, reporting beneficial owners to the Central Register of Beneficial Owners (CRBR), submitting supplementary tax information and opening a company bank account. VAT registration may also be necessary, depending on the business. Arrangements must also be made to receive official correspondence, including managing the company’s electronic delivery address under the Polish e-Doręczenia system.

If the company plans to purchase property, further analysis may be needed. Companies controlled by foreign nationals or entities may be required to obtain a permit from the Ministry of the Interior and Administration (MSWiA) to acquire property, unless a statutory exemption applies.

What is the total cost of setting up a company in Poland?

The total cost of setting up a company in Poland depends on the registration route, share capital and scope of professional assistance required. 

For the notarial route, you should budget approximately PLN 800–1500 deed, for a straightforward company with share capital of PLN 5,000. The amount may be higher if additional notarial documents or a sworn interpreter are required.

The KRS registration fee is PLN 250 through S24 or PLN 500 following execution of the articles of association before a notary. 

Filing a power of attorney generally attracts PLN 17 in stamp duty, while notarising the power of attorney, if necessary, involves a separate charge. 

Legal fees are agreed individually, depending on whether the assistance covers a straightforward registration or also includes tailored articles of association.

How long does it take to register a company in Poland?

For a straightforward company with complete documentation, registration usually takes a few business days through S24 or around two to four weeks through PRS following execution of the articles of association before a notary. 

These timeframes are indicative: the court’s workload, missing documents or questions concerning a foreign shareholder may extend the process, sometimes by several months. Additional time should also be allowed for preparing documents, obtaining translations and arranging signatures.

Legal assistance with starting a business in Poland

Verdict Partners assists foreign nationals with choosing a business structure, preparing legal documents and registering a company in Poland. We help establish the ownership structure, rules of representation and arrangements for decision-making and profit distribution. We draft articles of association and shareholders’ agreements, taking account of the proposed business and the founders’ interests.

Our assistance also covers legal due diligence on the purchase of shares in an existing company, reviewing documents and drafting the transaction agreement. If the business requires the purchase of property, we check whether an MSWiA permit is necessary.

We also support businesses after registration, including negotiating commercial contracts and premises leases, hiring employees and providing ongoing legal assistance. We tailor the scope of our services to the client’s needs and the stage of business development. We provide legal assistance in Polish and English.

Overall, we are here to make setting up a company in Poland as a foreigner a hassle-free process.