Investment and commercial law Setting up a limited liability company (sp. z o.o.) in Poland: step-by-step guide for German investors

Poland – an attractive investment destination in Central and Eastern Europe

For many years, the Polish market has been one of the most attractive destinations for foreign – especially German – investors in Central and Eastern Europe. A dynamic economy, a growing consumer purchasing power, and a stable legal and political environment make Poland stand out in the region. Given these favorable conditions, many foreign – especially German – entrepreneurs choose to start their business in Poland, facing the decision of selecting the appropriate legal form for their investment.

Choosing the legal form of business activity

The most popular legal form selected by foreign investors is the limited liability company (sp. z o.o.). This structure limits financial risk to the amount of contributed capital and offers relatively simple registration procedures.

Setting up a limited liability company – step by step

The process of establishing a limited liability company in Poland is well-structured and can be handled entirely electronically or in the more traditional, notary-involved manner. Below, we present the most important stages of this process, including an overview of the necessary documents.:

a) Signing the company agreement

The process begins with signing the company agreement. The fastest and simplest way is through the S24 system, which offers a free template and allows the entire registration process to be carried out online. For entrepreneurs who wish to tailor the company's articles specifically, the agreement must be drawn up as a notarial deed.

b) Contribution of share capital

A limited liability company must have a minimum share capital of PLN 5,000. This can be contributed in cash or as a non-cash contribution (e.g., tangible assets, rights).

c) Appointment of the management board

It is also necessary to appoint a management board to represent the company. The board can be composed of a single or multiple members, depending on the preferences of the shareholders.

d) Registration in the National Court Register (KRS)

The next step is the registration of the company in the National Court Register (KRS). If the articles of association are concluded using the S24 template, the application is submitted electronically through this system. Registration in the KRS via the S24 system involves a fee of PLN 350. If the company agreement was drawn up by a notary, the registration application is submitted via the Court Registers Portal (PRS). Registration of a company established by a notary costs PLN 600. Additionally, notarial fees and a power of attorney fee (PLN 17), if applicable, must be taken into account.

e) Notification of beneficial owners

Once registered in the KRS, the new company is obliged to report its beneficial owners to the Central Register of Beneficial Owners (CRBR).

This process is designed to ensure efficiency and transparency, allowing foreign investors to quickly start business operations on the Polish market.

Support from VON ZANTHIER & DACHOWSKI Law Firm

The team at VON ZANTHIER & DACHOWSKI provides comprehensive assistance to German investors throughout the process of establishing and running companies in Poland – from analyzing the appropriate legal form and preparing registration documents, to offering tax and accounting advice. We invite you to contact us!