Company incorporation in Poland

If you do business in Poland there may be a point that it makes sense to set up a local company. Then you need to know how to comply with local regulations and who can help you.

This article describes:

the most likely types of company to set up;
how you do this and who can help you;
a few important fiscal regulations.

Your legal entity in Poland

Poland, as the largest economy in Central and Eastern Europe, offers significant opportunities for foreign businesses looking to expand in the European market. With a stable economy, skilled labor force, and competitive tax rates, Poland has become an attractive destination for foreign direct investment (FDI).

Most Common Business Forms for Foreign Companies

The most common business structures for foreign companies in Poland are the Limited Liability Company (Sp. z o.o.) and the Joint-Stock Company (S.A.).

Limited Liability Company (Sp. z o.o.): The Sp. z o.o. is the most popular and flexible form of company in Poland. It is suitable for small to medium-sized businesses and allows for limited liability, meaning the shareholders are only liable for the amount of capital they have invested. Foreigners can own 100% of the shares in a Sp. z o.o., and the minimum share capital requirement is relatively low, at PLN 5,000 (approximately USD 1,200).
Joint-Stock Company (S.A.): The S.A. is typically used by larger companies, especially those looking to raise capital through public offerings or venture capital. The S.A. allows for the issuance of shares and has a minimum share capital requirement of PLN 100,000 (approximately USD 24,000). While it is less commonly used by foreign investors for small businesses, it is ideal for companies seeking to scale or go public.
Foreign ownership is allowed up to 100% in most sectors in Poland, though certain industries like banking, defense, and media have restrictions requiring local partnerships.

For most foreign investors, the Sp. z o.o. is the preferred structure due to its lower capital requirements and limited liability protections, making it an excellent choice for small to medium-sized businesses.

Setting Up a Company in Poland

Setting up a business in Poland involves several steps. Here is an overview of the general process for incorporating a company:

Choose a company name and ensure it is unique by checking with the Polish National Court Register (KRS).
Prepare the Articles of Association (AoA) and have them notarized. The AoA should outline the company’s objectives, governance structure, and shareholding details.
Register the company with the National Court Register (KRS) to obtain legal recognition. This registration process typically takes a few days to a couple of weeks.
Open a business bank account in Poland and deposit the required capital. For a Sp. z o.o., the minimum capital requirement is PLN 5,000, while for an S.A., it is PLN 100,000.
Obtain a tax identification number (NIP) and a REGON number (statistical number) for the company from the Central Statistical Office (GUS).
Register for VAT, if applicable, with the local tax office. This is necessary for businesses that engage in taxable activities above certain thresholds.
Obtain any necessary licenses or permits, depending on the nature of the business. Some sectors, such as finance, healthcare, and education, require additional licenses.

The incorporation process typically takes between a few weeks and a month, depending on the complexity of the business. It is recommended to consult with legal and accounting experts in Poland to ensure compliance with local laws and regulations.

Taxation and Withholding Taxes

Poland has a favorable tax system for businesses, with relatively low corporate tax rates and various incentives for foreign investors. Key tax aspects to consider include:

The corporate income tax rate in Poland is 19% on profits. However, small businesses with annual revenues below PLN 2 million (approximately USD 480,000) can benefit from a reduced rate of 9%.
Poland also has a 23% Value Added Tax (VAT), which applies to most goods and services. Businesses with annual turnover exceeding PLN 200,000 (approximately USD 48,000) must register for VAT.
Dividends paid to foreign shareholders are subject to a 19% withholding tax. However, this rate may be reduced under Poland’s network of double taxation treaties (DTA) with other countries.
Poland has a wide network of DTAs, which help reduce or eliminate double taxation on income such as dividends, royalties, and interest paid to foreign companies.

Service Providers for Company Incorporation

These service providers specialize in company formation, legal advisory, tax compliance, and regulatory guidance in Poland. They can assist with all stages of the incorporation process, ensuring that foreign businesses meet local legal and financial requirements.

Do you need a local company?

A local entity is not always the answer. A distributor, an agent or an employer of record gives you presence in the market without the administration of your own company.

You do need one when you hire local staff, hold stock or an office, bid for public tenders, or when your activity creates a permanent establishment for tax purposes. The alternative is usually a branch: cheaper to set up, but the parent company stays liable.

Do you need help in Poland?

Our service providers are local specialists. They know the market, the regulations and the parties that matter, and they can support you with the steps on this page.

Ask a professional

Setting up a company in Poland in three steps

Step 1

Choose the legal form

Compare a limited company, a branch and a representative office on liability, minimum capital, local director requirements and what a bank will accept.

Step 2

Incorporate and register

Prepare the statutes and identification documents, register with the trade register and the tax authority, and open a local bank account — usually the slowest step.

Step 3

Stay compliant

Arrange bookkeeping, VAT and payroll from day one and note the filing deadlines. Fines for late annual accounts are common and easy to avoid.