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company-registration MAY 2026

Registering a Company in Poland as a Foreigner in 2026 — The Complete Guide

Complete 2026 guide to registering a company in Poland as a foreigner: limited liability company, S24, costs, VAT, and residence card explained.

Registering a Company in Poland as a Foreigner in 2026 — The Complete Guide

Registering a Company in Poland as a Foreigner in 2026 — The Complete Guide

A foreigner can register a company in Poland within 1–7 business days through the S24 system, with a minimum share capital of 5,000 PLN and a registered address in Poland. The limited liability company (Sp. z o.o.) is the structure chosen by more than 90% of foreign entrepreneurs starting a business in Poland — it provides access to the European Union market, a 9% CIT rate for small businesses, and a legal basis for obtaining a temporary residence card.

This guide walks you through the entire process: from choosing the legal form, through registration in the KRS, to opening a bank account and meeting your first tax obligations. We also point out the most common mistakes foreigners make (the ones that lead to a refusal of VAT registration) and explain why the choice of registered address matters far more than the advertising for the cheapest virtual offices would suggest.

In short

  • Legal form: Sp. z o.o. in 95% of cases; sole proprietorship (JDG) unavailable to most non-EU nationals
  • Share capital: minimum 5,000 PLN (≈ EUR 1,100)
  • Registration time: 1–7 business days via S24, up to 4 weeks with a notary
  • First-year costs: realistically 8,000–18,000 PLN, depending on the structure
  • CIT: 9% for small businesses (revenue up to EUR 2M), 19% standard
  • Added benefit: a basis for a temporary residence card (TRC) for non-EU nationals

Can a foreigner start a business in Poland?

Yes — and without needing permanent residence, Polish citizenship, or a physical presence in Poland at the time of registration. Poland is among the most open jurisdictions in the EU when it comes to setting up companies for foreign entrepreneurs. Citizens of the EU, EEA, and Switzerland may run any form of business in Poland on the same terms as Polish nationals. Non-EU nationals have a narrower set of options, but the limited liability company remains fully available to them.

In practice, this means that a Ukrainian entrepreneur from Kyiv, a Turkish investor from Istanbul, a German freelancer from Berlin, or a U.S. citizen from New York — each of them can set up a Polish company remotely in 2026, needing only an electronic signature and a registered address. The number of foreign-owned companies registered in Poland has grown steadily since 2020, and after 2022 the category of companies founded by Ukrainian citizens grew especially fast.

Why Poland? Five reasons foreign entrepreneurs choose Polish companies

The decision to register a company in Poland specifically — rather than in Estonia, the Czech Republic, Cyprus, or Germany — comes down to concrete advantages that the Polish market offers in 2026.

The first reason is the 9% CIT rate for small companies, meaning those whose annual revenue does not exceed EUR 2M. This is one of the lowest effective corporate income tax rates in the European Union. The standard rate is 19%, but in reality most newly founded businesses only reach that threshold after several years of operation.

The second reason is the low share capital. A minimum of 5,000 PLN (about EUR 1,100) is one of the lowest thresholds in the region — for comparison, a German GmbH requires EUR 25,000. The capital does not have to be paid in cash at the moment of registration if you use the S24 system.

The third reason is full access to the EU market. A Polish company is a Polish legal entity within the EU — you can invoice clients across the Union, use the VAT-OSS procedure for consumer sales, open accounts with European payment processors (Stripe, Wise Business, Revolut Business), and run cross-border sales without additional registrations.

The fourth reason is the speed of registration. Through the S24 system a company is formed within 1–7 business days. That is considerably faster than in most EU countries, where 2–6 weeks is the norm.

The fifth reason — particularly important for non-EU nationals — is the path to a temporary residence card (TRC) on the basis of running a business. Owning a Polish company in which you serve as a management board member opens the door to legal, long-term residence in Poland and, consequently, to the entire Schengen area.

Polish law provides for several forms of conducting business, but in practice only two are genuinely relevant for foreign entrepreneurs: the sole proprietorship (JDG) and the limited liability company (Sp. z o.o.).

Sole proprietorship (JDG)

The JDG is the simplest form of doing business in Poland, but for non-EU nationals it is available only in limited cases — it usually requires holding a permanent residence card, EU long-term resident status in Poland, a Pole’s Card (Karta Polaka), or refugee status. Citizens of the EU, EEA, and Switzerland may run a JDG without restrictions.

A JDG has no legal personality — the entrepreneur is liable for obligations with their entire personal assets. For this reason, even where it is formally available, a limited liability company remains the better choice for most foreign projects, as it limits liability to the share capital.

Limited liability company (Sp. z o.o.)

The Sp. z o.o. is the structure chosen by the vast majority of foreign entrepreneurs and the only sensible option if you plan to attract investors, hire employees, or run a business in which you do not want to risk your personal assets.

Characteristics of a limited liability company in 2026:

  • Legal personality — the company is a separate entity, with shareholder liability limited to the capital contributed
  • Minimum capital: 5,000 PLN
  • At least one shareholder (may be a foreign person, individual or legal entity)
  • Management board requirement: at least one person; they need not be a resident
  • Full accounting mandatory from day one
  • Legal basis for a residence card for non-EU nationals serving as a management board member

Other forms — when they make sense

In practice, the forms below are less often chosen by new foreign entrepreneurs, but they are worth knowing:

  • Limited partnership — used mainly for tax reasons, requires two partners with different status
  • Joint-stock company (S.A.) — minimum 100,000 PLN of capital, sensible only when planning to bring in institutional investors or an IPO
  • Branch of a foreign entrepreneur — an option for companies that already exist in another country and wish to operate in Poland without creating a separate legal entity
  • Representative office — exclusively for advertising and promotional activities of the foreign parent company

Registering a limited liability company step by step

Below is a practical scenario for registering a limited liability company as a foreigner in 2026. Assumptions: one shareholder (a non-EU individual), share capital of 5,000 PLN, registration via S24.

Step 1. Choose your structure and plan your documents

Before you enter the S24 system, you need to have prepared:

  • The shareholder’s PESEL or NIP number (PESEL is required to sign with a Trusted Profile; alternatively, a qualified electronic signature compliant with eIDAS)
  • The company name — check its availability in the KRS search tool
  • The company’s registered address in Poland (more in the “Company address” section below)
  • PKD codes describing the scope of activity — choose precisely, as this later affects VAT verification
  • The composition of the management board — who will be president, who a member
  • Shareholder details — first name, surname, residential address, identity document

Step 2. Obtain a Polish electronic signature

A foreigner has three realistic options for obtaining the electronic signature needed for online registration:

  1. Trusted Profile (ePUAP) — requires a PESEL number and a visit to an office or confirmation via a bank account at a selected Polish bank (if you already have one)
  2. A qualified eIDAS electronic signature issued in any EU country — works in the Polish S24, but requires some configuration (KIR, Certum, Asseco, EuroCert)
  3. A foreign signature card compliant with eIDAS — e.g., Estonian e-Residency or German D-Trust

The most common mistake: assuming you can “sign on paper and send it by post.” In the S24 system that is impossible — the entire process must be electronic.

Step 3. The company’s registered address

A limited liability company must have a registered address in Poland. You can choose:

  • Your own premises (if you own property in Poland) — the best from a VAT-verification standpoint, but costly
  • Rented premises — requires a lease agreement and the owner’s consent to register the company at that address
  • A virtual office — the most popular solution among foreign entrepreneurs; it offers a prestigious address, mail handling, and usually a conference room for occasional meetings

In the “Company address vs. virtual office” section we explain why this decision matters more than it might appear at first glance.

Step 4. Register the company in the S24 system

Go to prs.ms.gov.pl (the Court Registers Portal), select the S24 mode, and work through the form. The system will guide you through:

  • Company details (name, registered office, capital, PKD)
  • The articles of association — in S24 mode you use a template that cannot be modified
  • Shareholder and management board details
  • The application for a NIP and REGON (filed at the same time)
  • Fees — a court fee of 250 PLN and a fee for the entry in the Court and Commercial Gazette of 100 PLN

After the application is signed by all shareholders and management board members, the documents go to the registry court. In practice, the entry appears in the KRS within 1–7 business days.

Step 5. Pay in the share capital

After obtaining the KRS entry, you must pay the declared share capital into the company’s account. In S24 mode, a declaration that the capital will be paid in is sufficient for registration — the actual coverage of the capital can be carried out after opening a bank account (Step 7), but legally it should happen within a reasonable time.

Step 6. Register as a VAT taxpayer

VAT registration is a separate step — the company exists in the KRS but is not yet a VAT taxpayer. Registration is done via the VAT-R form filed with the tax office competent for the company’s registered office.

This is the moment when the choice of registered address shows its value. The tax office verifies whether the company actually conducts business at the declared address — if you chose a cheap virtual office that registers hundreds of companies at a single address, the risk of refusal increases. More on this in the company address section below.

Step 7. Open a business bank account

Polish banks require the management board president to be physically present when opening an account — this is one of the few things that cannot be handled remotely. Banks that are friendly to foreign entrepreneurs in 2026 include mBank, ING Bank Śląski, Santander, Bank Pekao, and certain selected branches of Citi Handlowy. Services such as Wise Business and Revolut Business are also increasingly accepted as a complement to a Polish bank account.

Required documentation: KRS, NIP, REGON, shareholder and management board documents, the resolution appointing the management board, and sometimes certified translations of foreign documents.

Step 8. Register with ZUS

Within 7 days of KRS registration, the company must be registered with ZUS as a contributions payer. If the management board president is also a shareholder (and is not employed by the company under an employment contract), they are generally not subject to ZUS for holding that office — a significant difference compared with a JDG.

S24 or a notarial deed — which to choose?

Polish law allows two paths for registering a limited liability company: the simplified S24 mode (online, template articles of association) and the traditional mode (notarial deed, custom articles of association).

AspectS24 (online)Notarial deed
Time1–7 business days2–4 weeks
Costapprox. 350 PLN in court fees500–1,500 PLN + court fees
Articles of associationTemplate, no modificationsFull flexibility
CapitalCash onlyCash or in-kind contribution
Foreign shareholdersYes, with eIDASYes
Management customizationStandardFull flexibility (e.g., limits on authority)

Rule of thumb: choose S24 if you are setting up a simple company with one or two shareholders, a standard board structure, and a cash contribution. Choose a notary if you need an in-kind contribution (e.g., a contribution in the form of real estate or rights), non-standard clauses, vetoing voting rights, a holding structure, or a complex shareholders’ agreement.

How much does it really cost in 2026?

Advertisements for a “company for 350 PLN” refer only to court fees. The real cost of setting up and maintaining a limited liability company in the first year, for a foreign entrepreneur, looks as follows:

ItemOne-time costMonthly cost
Registration fees (S24)350 PLN
Share capital (must remain in the company)5,000 PLN
Registered address (premium virtual office)200–400 PLN
Accounting (small company)700–1,500 PLN
ZUS for the president (if on an employment contract)1,800–3,200 PLN
Legal advice / translations1,500–4,000 PLN
Notarial deed (if chosen)500–1,500 PLN

Realistic annual budget for a foreign company with no employees: 12,000–25,000 PLN after one year, plus the share capital. For comparison — in the variant with the president employed under an employment contract and full accounting, costs can rise to 35,000–50,000 PLN per year.

Tips for selected nationalities

For entrepreneurs from Ukraine

After 2022, Poland became the largest jurisdiction for setting up Ukrainian subsidiaries or relocating operations. Ukrainian citizens benefit from:

  • A simplified PESEL UKR path (until 30 June 2026)
  • Easier access to Polish bank accounts
  • A TRC path based on business activity, with shorter processing times in selected voivodeship offices
  • Polish accounts at banks that also handle transactions in UAH

The most common mistakes: transferring contracts to the Polish company without proper transfer documentation (a risk of double taxation), and failing to register in the Central Register of Beneficial Owners (CRBR).

For entrepreneurs from Turkey

Poland and Turkey have a double-taxation avoidance agreement, but making practical use of it requires proper tax-residence documentation. Turkish investors use a Polish company mainly to:

  • Gain access to the EU market without needing to register in 27 countries separately
  • Establish an operational base for e-commerce activity in Central and Eastern Europe
  • Secure a path to EU residency that is difficult to obtain through Turkish citizenship directly

For Russian-speaking entrepreneurs from the diaspora

Russian-speaking citizens of Kazakhstan, Belarus (with certain restrictions), Israel, Germany, the Baltic states, and the rest of the diaspora treat a Polish company as a gateway to EU operations. Key points:

  • Some Polish banks apply additional KYC procedures to clients holding citizenships from certain jurisdictions — the choice of bank is more important here than for other groups
  • Payment processors (Stripe, Wise) verify beneficial owners particularly thoroughly
  • A residence card based on business activity remains available

For EU citizens (Germany, the Czech Republic, France, Italy, Spain)

The procedure is as streamlined as possible — full access to both the JDG and the Sp. z o.o., with no restrictions. The choice of form usually comes down to the scale of the planned activity and the preferred tax structure (the Estonian CIT for certain limited liability companies is an attractive option).

For UK and U.S. citizens

After Brexit, UK citizens are treated as third-country nationals — with limited access to the JDG. A Polish company remains a fully valid means of accessing the EU market. U.S. citizens must account for American reporting obligations (FBAR, FATCA) with respect to the company’s Polish accounts.

Company address vs. virtual office — why this choice matters more than you think

Most foreign entrepreneurs choose a registered address based on price — and that is the first serious mistake they make.

In 2026, Polish tax offices verify a company’s actual presence at the declared address. If you register a company at a virtual office address where 800 other companies are registered, where there is no physical mail handling, and where the building has no reception at all — the risk of a VAT registration refusal rises significantly. Verification proceedings can drag on for months, blocking your ability to invoice within the EU.

The second dimension is image. A Polish company with an address in a prestigious part of Warsaw (Śródmieście, Wola — Class A and A+ office buildings, Mokotów) builds a different level of trust among clients, business partners, and banks than a company registered at an address known only from advertisements for the cheapest virtual offices.

At Henry Estates we work with international entrepreneurs for whom a Polish company is a long-term, strategic instrument — not a one-year experiment. We combine a prestigious business address in Warsaw with real estate advisory, for clients who, beyond their operational activity, are also considering an investment in the Polish premium real estate market. This is positioning you will not find with other virtual office providers in Poland.

Explore Henry Estates services →

Temporary residence card (TRC) on the basis of business activity

For non-EU nationals who plan a longer stay in Poland, a Polish company is a genuine basis for obtaining a Temporary Residence Card (TRC). The procedure in brief:

  1. Register the company and genuinely commence its activity (not merely the existence of an entry in the KRS)
  2. Submit the application for temporary residence at the voivodeship office competent for the place of intended stay
  3. Documentation confirming: legal title to residential premises in Poland, health insurance, means of support, and the conduct of business of economic significance
  4. The decision — the waiting time ranges from 3 to 12 months depending on the voivodeship
  5. The residence card issued for a period of up to 3 years, renewable

A key non-obvious condition: the office assesses whether the company conducts genuine activity and whether your presence in Poland is necessary for that activity. Simply registering a company “in reserve,” without real turnover, clients, and operations, is not enough.

The most common mistakes made by foreign entrepreneurs

Hundreds of registrations observed in the Polish market in 2025–2026 reveal four recurring mistakes:

Mistake 1: Choosing the cheapest virtual office without checking it. Consequence: refusal of VAT registration, verification proceedings, months of blocked activity.

Mistake 2: No NIP and VAT-R before the first invoice. Consequence: invoices issued before full VAT registration are problematic; clients in the EU may refuse payment without a valid VAT-EU number.

Mistake 3: Attempting to write the articles of association yourself in notarial mode. Consequence: procedural errors, rejection of the application by the court, and the need to return to the notary.

Mistake 4: Skipping registration in the CRBR. The Central Register of Beneficial Owners requires the company’s beneficial owners to be reported within 14 days of the KRS entry. Failing to fulfil this obligation results in administrative penalties.

Frequently asked questions (FAQ)

Do I have to be in Poland to register a company? No. The entire S24 registration process can be carried out remotely from anywhere in the world, provided you have a qualified electronic signature compliant with eIDAS or a Polish Trusted Profile. Physical presence in Poland is usually required only when opening a business bank account.

How long does it take to register a company in 2026? Registration in S24 mode (online) takes 1–7 business days depending on the registry court’s workload. The traditional mode (notarial deed + paper filing) takes 2–4 weeks.

Can I register a company at a virtual office address? Yes, this is fully legal and confirmed by rulings of the Supreme Administrative Court. The key, however, is that the virtual office provides genuine mail handling, has actual physical space where a meeting can be held, and does not register hundreds of companies at a single address without any real operation.

Can a Ukrainian citizen set up a Polish company without a PESEL? They can set up a company without a Polish PESEL, but in practice obtaining an electronic signature requires either a PESEL or a foreign qualified eIDAS signature. The simplest route for Ukrainian citizens is the PESEL UKR, available until 30 June 2026.

What is the minimum share capital in 2026? A minimum of 5,000 PLN (about EUR 1,100) for a limited liability company. This is the amount that remains in the company as its capital — it is not a fee or a tax, but a permanent contribution from the shareholders.

Can I obtain a residence card on the basis of a company? Yes. Serving as a management board member in a Polish company that conducts genuine business activity of economic significance is one of the grounds for applying for a temporary residence card (TRC). The procedure usually takes 3–12 months.

What is the CIT for a newly registered company? Small companies whose annual revenue does not exceed EUR 2M benefit from a 9% CIT rate on income other than capital gains. The standard CIT rate is 19%. Some companies may also choose the so-called Estonian CIT, which changes the logic of taxation.

Can I set up a company online if I do not have a PESEL? Yes — provided you have a qualified electronic signature compliant with eIDAS, issued in any EU country. Accepted options include Estonian e-Residency, German D-Trust, Austrian A-Trust, and many others.

Does the company have to keep accounts from day one? Yes. A Sp. z o.o. is required to keep full accounts from the moment of registration in the KRS. This distinguishes it from a JDG, where a revenue and expense ledger is permitted up to certain thresholds. The average accounting cost for a small company is 700–1,500 PLN per month.

Do I need a Polish accountant, or can I use a foreign one? In practice, Polish accounting requires knowledge of Polish tax law, JPK_V7 returns, e-invoicing (KSeF), and other specifics. Working with a Polish accounting firm or a tax adviser licensed in Poland is the standard.

Can my company operate immediately after the KRS entry? Yes — formally, the company exists from the moment of the KRS entry. In practice, full operational capability still requires: a NIP (usually granted at the time of registration), a REGON (likewise), VAT registration (a separate step), a bank account, and — for many activities — entries in additional industry registers.

Next steps

If you are considering registering a Polish company in 2026, the natural order of decisions looks like this:

  1. Choose the legal form — in 95% of cases, the Sp. z o.o.
  2. Choose the registered address deliberately — it affects VAT verification and your image
  3. Decide on the registration path — S24 for the standard case, a notary for unusual structures
  4. Prepare your electronic signature — PESEL + Trusted Profile or eIDAS
  5. Plan your accounting from the day of registration
  6. Open a bank account — with the president physically present
  7. If you plan to reside — prepare the TRC documentation in parallel

At Henry Estates we support international entrepreneurs and investors at every one of these stages — from a prestigious registered address in Warsaw, through support during the registration process, to advisory on premium real estate for those who treat a Polish company as part of a broader presence in Poland.

Book a consultation with Henry Estates →


This article is for informational purposes only and does not constitute legal, tax, or accounting advice. Specific decisions regarding company structure, taxation, and registration obligations should be made after consulting a Polish tax adviser, legal counsel, or certified auditor. The figures refer to the legal status in force in June 2026.

Tags

  • company-registration
  • foreigner
  • llc
  • s24

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