Investment and commercial law Starting a Business in Poland – A Practical Guide for German Investors

Investors and entrepreneurs from European Union countries, including Germany, can freely establish companies in Poland. Various business forms are available – from sole proprietorships to commercial companies. Below we present a concise guide explaining, step by step, how to set up a business in Poland – from choosing the right legal form to handling the most important formalities.

1. Choosing the form of business activity

At the beginning, you need to decide which form your business will take. The most popular options are:

• Sole proprietorship (PL- JDG) – the simplest and most commonly chosen by individuals.

• Civil law partnership – requires at least two partners and is based on the Polish Civil Code.

• Partnerships under commercial law – here, partners are liable with their personal assets for the company’s obligations (with some minor exceptions).

• Capital companies (limited liability company and joint-stock company) – recommended for larger projects and those wishing to limit personal liability.

Foreign entities may also establish branches (for operational activity) or representative offices (for marketing purposes). The choice depends on the planned scale of business, liability, and number of partners. The most popular form among foreign investors is the limited liability company.

Many companies, including the limited liability company (sp. z o.o.), can be established online via the S24 system, which is faster and less expensive, or traditionally through a notary, which requires drafting the company's articles in the form of a notarial deed and generates higher costs, but allows for a more tailored agreement of the company's articles.

2. Company registration

Every business activity requires registration:

• Sole proprietors and civil partnership partners are registered in CEIDG (online at www.ceidg.gov.pl).

• Commercial companies (including an LLC) require registration with the National Court Register (KRS), which can be done traditionally or online.

Depending on the business profile, an entry in the register of regulated activities or obtaining licenses/permits (e.g. for transport, security) may be required. Companies registered in the KRS must also report to the Central Register of Beneficial Owners (CRBR) within 14 days.

3. NIP, REGON and ZUS registration

Upon registration, a new company is automatically assigned a NIP and REGON number. Entrepreneurs registered in CEIDG and companies from the KRS are simultaneously reported as social security (ZUS) payers – the exception is a civil law partnership, which only registers when planning to employ staff.

4. Business bank account and other formalities

A business bank account is required for civil law and commercial companies. For sole proprietorships, it is not mandatory but is highly recommended to keep private and business finances separate.

Summary

Setting up a company in Poland is becoming increasingly straightforward – most formalities can be completed online. The key is to wisely choose the legal form and diligently fulfill registration and tax obligations. Support from legal and tax experts helps avoid costly mistakes and allows you to focus on growing your business.

The legal and tax team at VON ZANTHIER & DACHOWSKI will be happy to assist you at every stage of founding, registering, and running your business in Poland. We offer comprehensive advice, tailor-made support, and help you efficiently complete all formalities. Please get in touch with us – we are happy to answer all your questions and present the details of our offer.