Company law, company formation, restructuring Company formation in Poland: registration vs. opening—legal differences and practice
Company formation in Poland
Registration of a company in Poland
Registering a company in Poland is the legally decisive step through which the enterprise officially comes into existence. It takes place through entry in the Polish companies register, the Krajowy Rejestr Sądowy (KRS). Only upon this entry does the company acquire legal capacity and can enter into contracts, issue invoices, or hire employees.
The registration process is thus equivalent to the actual incorporation. Various documents are required, e.g., the articles of association, information about the shareholders and directors, proof of the company’s registered office, and the amount of the share capital. The competent registry (commercial) court examines the application and enters the company in the KRS.
After successful entry, the company receives a KRS number, a tax number (NIP), and a statistical identification number (REGON). With these, the company is fully registered and can officially participate in economic activity. Anyone who registers a company in Poland thereby creates the legal foundation for all further business activities.
Opening a company in Poland
Opening a company in Poland, by contrast, refers to the practical start of business operations. After the company has been entered in the KRS, the operational phase follows, in which the enterprise actually begins to operate.
At this point, business bank accounts are typically opened, offices or business premises are rented, employees are hired, and the first contracts are concluded. Registration for value-added tax (VAT) is also carried out in this phase so that the company is fully active for tax purposes.
While registration marks the legal starting point, opening represents the actual market entry. The two steps are inseparably connected but follow a clear chronological sequence: first registration in the companies register, then the opening of operational business.
Legal prerequisites for setting up a company
Anyone wishing to register or open a company in Poland must observe certain legal requirements. First, choosing the appropriate legal form is crucial. The most common form for foreign founders is the Spółka z ograniczoną odpowiedzialnością (Sp. z o.o.), which corresponds to the German GmbH. It provides clear limitations of liability and is recognized by Polish authorities and banks as a reputable legal form.
The next step is to draw up the articles of association. A limited liability company (sp. z o.o.) agreement should be executed in the form of a notarial deed, although it is also possible to conclude the agreement using a standard template (S24). The articles of association of a limited liability company specify the company name, registered office, shareholder interests, and share capital. For a Sp. z o.o., the statutory minimum share capital is 5,000 PLN, which currently corresponds to about 1,150 euros.
After the formation, the company is entered in the companies register (KRS). Only with this entry is the entity regarded as a legal person. Thereafter, tax registrations must be carried out, in particular with the tax office to obtain the NIP number, and with the social security authority (ZUS) if employees are hired.
In addition, setting up bookkeeping is mandatory. Companies operating in Poland must document their business transactions in accordance with Polish accounting regulations. As a rule, a local tax adviser or accountant is engaged, who also supports with monthly VAT filings and the corporate income tax return.
The process of forming a company in Poland
Company formation in Poland generally follows a clear sequence: first, the legal form is chosen, and the articles of association are prepared. After the conclusion of the limited liability company agreement, the share capital is paid in, the management board is appointed, followed by registration in the KRS. As soon as the court makes the entry, the limited liability company receives all necessary identification numbers and can proceed with tax registrations.
Many founders now opt for the S24 system, which enables fully electronic incorporation of the limited liability company. This significantly shortens processing times and, compared with the traditional notarial route, reduces costs. Once these steps are completed, the actual opening of business operations can take place.
Conclusion: registration and opening are two central steps in incorporation
The terms “register a company in Poland” and “open a company in Poland” refer to two consecutive but clearly distinguishable phases of company formation. While registration creates the legal foundation, opening marks the start of practical business activity.
Those who understand the legal requirements and plan the steps carefully can establish their Polish company efficiently and with legal certainty. An experienced law firm for corporate law and tax advisory in Poland supports not only with KRS entry but also with tax registration, setting up bookkeeping, and preparing opening documentation. This ensures a professional and legally secure market entry in Poland without unnecessary delays.
