Setting up a sp. z o.o. in Poland: a step-by-step guide

The spółka z ograniczoną odpowiedzialnością (sp. z o.o.) is the Polish equivalent of a Dutch BV or a British Ltd, and the most used legal form for foreign entrepreneurs in Poland. The minimum share capital is PLN 5,000 (around 1,200 euro), shareholders are not personally liable, and a standard formation can be completed online through the S24 system within a few working days.

Why the sp. z o.o.?

For foreign entrepreneurs becoming active in Poland, the sp. z o.o. is almost always the logical choice: limited liability, a low capital requirement, and full foreign ownership is allowed. A Dutch BV or other foreign holding can be the sole shareholder without any problem.

Two routes: S24 or the notary

Route 1: online via S24. The Polish company register offers online formation with model articles of association. This is the fastest route: with a simple structure, the company is typically registered within a few working days. The limitation: you work with standard articles and the capital is paid in cash.

Route 2: via the notary. If you want tailor-made articles, for a joint venture, share classes or contributions in kind, formation runs through a Polish notarial deed. Expect a longer lead time, usually a few weeks including registration.

After registration

With the entry in the KRS (company register), the company receives its registration numbers. Then come the practical steps: VAT registration (NIP), a Polish bank account, registration with social insurer ZUS once you hire staff, and a bookkeeper. Polish companies must keep full accounts in Polish.

The tax picture

Corporate income tax is 19%, with a reduced 9% rate for small companies. If you reinvest profits, the Estonian CIT may be interesting: taxation only when profit is distributed. And for new investments there is the Polish Investment Zone, with a corporate tax exemption that typically runs for twelve years.

What PCH arranges

Polska Consult Holland forms the company for you, from articles and KRS registration to bank account and bookkeeper, and interprets at every step. Your Polish company is up and running without you having to find your own way through Polish bureaucracy. Get in touch for a formation or advice on the right structure.