Setting up a limited liability company in Poland – sp. z o.o. | Corporate law firm
VON ZANTHIER & DACHOWSKI
Company law, company formation, restructuring
At a glance
A sp. z o.o. (spółka z ograniczoną odpowiedzialnością) is a Polish limited liability company and the direct equivalent of a German GmbH. The minimum share capital is PLN 5,000. It may be incorporated before a notary or online through Poland’s S24 system and acquires legal personality upon registration in the National Court Register (KRS). We support German-speaking companies throughout the entire incorporation process – from selecting the appropriate structure and preparing the articles of association to KRS registration and tax registration. We also advise on the conversion and restructuring of existing companies in Poland.
A sp. z o.o. is the legal form most frequently chosen by foreign investors in Poland. Liability is limited to the company’s assets, and the company may be incorporated by one or more shareholders. It is suitable both for operating subsidiaries and for holding structures. We assess whether a sp. z o.o. is the right form for your business venture in Poland or whether another structure may offer greater advantages.
Corporate law, company formation and conversions: building a company’s legal and operational structure
Establishing a company and converting its legal form are important stages that offer entrepreneurs an opportunity to implement innovative ideas and grow their business. Choosing the appropriate legal form and ensuring transparency in business operations are essential to the company’s stability. Effective management of these processes can help create sustainable business value.
How does the formation of a limited liability company in Poland work?
Step 1 · Structure and articles of association
We determine the shareholder structure, management board composition and scope of business activities, and prepare the articles of association – in a bilingual version upon request.
Step 2 · Incorporation before a notary or online (S24)
The company may be incorporated before a Polish notary or online through the S24 system. We recommend the option best suited to your circumstances and provide support with either procedure.
Step 3 · Registration in the National Court Register (KRS)
We submit the application for registration in the Polish National Court Register (KRS) and handle all communication with the registration court in Polish.
Step 4 · Tax registration (NIP, VAT)
Once the company has been entered in the KRS, we handle its tax registration, including the formalities relating to its tax identification number (NIP) and, where required, VAT registration.
What share capital does a sp. z o.o. require?
The minimum share capital of a sp. z o.o. is PLN 5,000, and the minimum nominal value of one share is PLN 50. The capital may be contributed in cash or in kind. We advise on an appropriate level of capitalisation, taking into account liability, creditworthiness and the planned scale of business operations.
What taxes does a sp. z o.o. pay in Poland?
A sp. z o.o. is subject to Polish corporate income tax (CIT) at a rate of 19%, or 9% for small taxpayers and companies starting their business activities. Depending on the nature of its activities, VAT and other tax obligations may also apply. For more information about ongoing tax support, please see our pages on tax advisory in Poland and VAT compliance .
Who do we support?
We can help you in particular if you are dealing with the following challenges:
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Do you need support in choosing the best legal form for your company to ensure its stability and growth?
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Do you have problems in connection with the registration and administrative procedures for the formation and restructuring of companies?
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Are you looking for expert advice on issues relating to the operation of companies, including shareholders' meetings and the conclusion of commercial contracts?
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Do you want to comply with labour laws and employment regulations?
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Are you planning activities that are in line with local practice in order to communicate better with business partners and build relationships with them?
How can we help?
First steps
No matter what you are going to do and with whom, we will be there. We will help you to plan your activities in the best possible way and carefully accompany your company from the very first contact with Poland, Polish partners and institutions.
Company formation
We advise on the choice of the appropriate company form, prepare all the necessary documents, take care of all the formalities for the company formation and register the companies in the relevant registers.
Corporate reorganisations
We support the processes for changing the legal structure of companies. We prepare the necessary legal documents and assist with registration and administrative procedures.
Corporate law
We advise in connection with the activities of companies, e.g. shareholders' meetings, amendments to articles of association and bylaws as well as corporate reporting.
Labour law for companies
We provide employment law support to companies, including organising the employment process for managers and employees, as well as representing clients in employment-related matters.
financial and payroll services
We offer financial and payroll services in Poland, including full accounting and payroll services.
Learn more
Why is it worth it?
It's worth making use of our services, because:
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We have the solutions:
Company formation and operation is our daily business and we have ready-made solutions that we can implement immediately in your company
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In every phase:
We support you in every phase of your company's development and ensure stability and transparency in your activities
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Fast, simple and ready:
We take the burden of bureaucracy off your shoulders by supporting you quickly and easily with the issues that are important to you
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We have a long history of working with associated companies, including corporate groups:
Our experience in working with associated companies, including corporate groups, enables us to tailor legal and tax solutions precisely to your business needs
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No surprises:
We offer transparent project planning that guarantees predictable costs
Let's talk
Your experts in Poland: company law, company formation, restructuring
FAQ
Does a foreign entrepreneur have to establish a company in Poland in order to operate in Poland?
This is not always necessary. The Polish legal system offers a variety of company forms that can be tailored to the individual needs and objectives of each foreign investor. The decision to establish a company is often based on an analysis of the advantages, such as the most favourable taxation, easier access to finance or building confidence in the Polish market by demonstrating a permanent presence.
Why do most foreign investors decide to establish a limited liability company (sp. z o.o.) in Poland?
The choice of a limited liability company (sp. z o.o.) by foreign investors planning to expand in Poland is determined by a number of advantages offered by this legal form. The sp. z o.o. is valued above all for the simplicity of its establishment, the limited liability of its shareholders and the comprehensible legal framework.
Spółka z o.o. is comparable to recognised legal forms in other countries, such as the German GmbH or the British Ltd. and makes it easier for foreign investors to understand and adapt to the Polish legal system.
What are the main differences between the online establishment of a limited liability company and the traditional establishment in Poland?
In Poland, the procedure for establishing a limited liability company can be carried out both online and through a traditional notarial deed. The two methods differ in several important aspects:
• Online: Registering a limited liability company online is characterised above all by its speed and simplicity. The entire procedure can be carried out digitally on a special platform. Knowledge of the Polish language and access to a qualified electronic signature are required. The disadvantage of this procedure is the limited possibility of drafting the provisions of the articles of association
• Traditional: The standard method, which is based on a notarised deed, offers far greater flexibility in drafting the articles of association and allows them to be fine-tuned to the specific needs of the shareholders. The procedure is more time-consuming and requires the direct involvement of a notary. .
What is the minimum share capital for a limited liability company in Poland?
In Poland, a minimum share capital of PLN 5,000 is required to establish a limited liability company (sp. z o. o.). This capital is the financial basis of the company and must be contributed by the shareholders before formally submitting the application for registration of the company in the commercial register - both in the case of traditional registration by notarial deed and in the case of online registration.
Share capital can be contributed in various forms, not only in the form of cash, but also in the form of contributions in kind such as real estate, intellectual property rights or other valuable assets, provided their value can be reliably determined.
Opening a bank account for a company in Poland: Is it necessary?
Yes, opening a bank account with a Polish bank is required in practice for a company based in Poland. For example, VAT refunds from the tax office cannot be transferred to bank accounts outside Poland. Opening a bank account with a Polish bank is an important step for the smooth functioning of the company.
Digital foundation of a company in Poland: Is it possible without my presence?
You do not have to come to Poland to set up a company. The shareholders can be represented by a lawyer so that the entire process of establishing a company can be carried out remotely. The law firm VON ZANTHIER & DACHOWSKI offers comprehensive legal and business services using modern means of communication and electronic legal systems, enabling our clients to establish a company without having to be present in Poland.
Thanks to our cooperation with Polish banks that have adapted their procedures to the needs of international clients, we also offer support in opening bank accounts digitally. This means that you can set up a company and manage its finances in Poland without leaving your country.
Is a limited liability company obliged to present annual financial statement?
Yes, every limited liability company in Poland is obliged to prepare annual financial statements for each financial year. This process is key to ensuring financial transparency and fulfilling legal and tax obligations. The annual financial statements must be prepared within three months and approved by the shareholders within six months of the end of the financial year.
What are the possibilities of financing the activities of a Polish company and what are the consequences?
Companies have several strategies for financing their Polish company, tailored to their different business objectives and needs. Here are the most commonly used methods:
• Increase in share capital: This method involves increasing the number of shares or their value. It is a form of financing that not only strengthens the company's capital base, but can also help to improve the company's financial credibility in the eyes of its business partners and banks
• Additional contributions: This option allows shareholders to contribute additional funds to the company without increasing the share capital. This is a flexible solution that enables rapid financial support for the company
• Granting a loan: The company can also finance itself through loans from shareholders or other companies in the same group. This is a practical solution that enables flexible liquidity management
Is a digital signature required?
There is no general rule that a digital signature is required when doing business in Poland.
However, persons who represent companies under commercial law, e.g. managing directors or board members, have such an obligation. This is due to the fact that some of the company's obligations can only be fulfilled electronically, e.g. the signing of annual financial statements and selected tax returns.
Nevertheless, in business transactions in Poland and in many other countries, contracts are increasingly being signed in electronic form, also using a digital signature. A contract concluded in this form is equivalent to a contract concluded in writing.
How is accounting carried out in Poland?
In Poland, company accounting is strictly regulated and must be carried out in accordance with Polish accounting standards, which are in line with International Financial Reporting Standards (IFRS). Most types of commercial companies are obliged to keep full accounting records, which includes the accurate recording of all financial transactions, the preparation of a balance sheet, a profit and loss account and annual financial statements.
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