Sp. z o.o. (LLC) in Poland in 2026: Who Can Open One and How

A limited liability company (spółka z ograniczoną odpowiedzialnością, Sp. z o.o.) is the most popular business form among foreigners in Poland precisely because it's available to almost anyone, regardless of citizenship or residence status. Here's why, and how registration works.

Who can establish a Sp. z o.o. in Poland?

Under the Commercial Companies Code, a Sp. z o.o. can be founded by any natural or legal person, including foreigners — regardless of citizenship or place of residence. That's exactly why most third-country nationals who don't have the right to a JDG (for details on who does, see our article on JDG in Poland) choose Sp. z o.o.: this form doesn't require any special residence status and allows for fully remote registration.

Does founding a Sp. z o.o. give you the right to reside in Poland?

Simply being appointed to a company's management board doesn't in itself give a foreigner a basis to reside in Poland, or the right to request a visa right away — if you founded the company without being in Poland, that's a separate, subsequent task (except citizens of the EU, EEA, and Switzerland, who have freedom to take employment and serve on company boards). Legalization breaks down into several sequential steps, and in practice it's the order of those steps that trips people up.

If a board member isn't a co-owner of the company and receives compensation for their duties, they first need to obtain a type B work permit before they can even apply for a work visa. The key conditions in brief: the application is filed not by the foreigner but by the already-registered company — meaning the company has to be set up first; it has to be filed within 6 months of the person's appointment to the board; the fee for a board member is almost always 400 PLN (the permit is issued for up to 3 years); and in our practice, review takes 2–4 months, so it's worth filing right after the appointment rather than waiting. Only once that permit is in hand can the foreigner apply at a Polish consulate in their country of residence for a national visa (wiza krajowa, category D) and enter the country — without the permit, no visa will be issued for this purpose.

What comes next depends on your goals. If you're planning to live in Poland long-term, it makes sense to move to a temporary residence permit — legalizing a board member or founder specifically has its own quirks compared to an ordinary work-based permit; you'd file that application once you're already in the country on the national visa, no later than its last day of validity. If periodic visits are enough to manage the business, there's no need to get a residence permit at all — you can keep working on the strength of the active type B permit, simply renewing the national visa as needed.

If the board member is also a co-owner of the company they manage, no work permit is needed — but only for as long as they don't receive compensation from the company for their duties for more than 6 months in a year: past that threshold, the obligation to obtain a type B permit kicks in regardless of co-ownership. Instead of a work permit, this board member can go straight for a temporary residence permit for running a business (zezwolenie na pobyt czasowy w celu prowadzenia działalności gospodarczej): a 340 PLN fee, a decision within 60 days, and the applicant needs to show a stable income, health insurance, and secured housing in Poland.

The income for that application is usually formalized through a company resolution (uchwała) setting the board member's compensation — and this is where a trap we regularly see in practice comes in. The residence permit application is filed through the MOS system, and the voivode's request for additional documents typically arrives 5–6 months after filing — that is, after the 6-month compensation threshold has already been crossed. If there's no type B permit by then, it can result in the residence permit itself being refused. So if you expect to receive compensation for longer than six months, it's usually wiser to sort out the type B permit in parallel from the start, rather than relying solely on your co-owner status.

But the same underlying principle applies here too: you first need to legally enter Poland — typically on a national visa issued for that specific purpose — and only then, while already in the country and no later than the last day of legal stay under that visa, file the residence permit application itself.

In other words, you can found a company remotely with no residence basis at all, but to actually live and work in it in Poland, you'll need to go through the full legalization chain: a work permit or residence-permit ground → an entry visa → the residence permit itself. Founding the Sp. z o.o. doesn't shorten or replace any part of that chain.

How does Sp. z o.o. registration work?

A Sp. z o.o. is registered in the National Court Register (KRS) one of two ways: through the electronic S24 system (or the PRS portal), or through a notarial deed. For most foreigners without a complex ownership structure, S24 is simpler and faster — but it comes with strict limits worth knowing in advance.

Here's the actual sequence. First you settle on a company name, PKD codes (business activity types), and a registered address (siedziba) — as with a JDG, the address needs a legal basis: ownership, a lease, or the property owner's consent. Next, everyone who will sign the documents — every founder and every board member — needs an electronic signature: a Profil Zaufany, a qualified signature, or a personal signature via e-dowód; for a foreigner without a PESEL, this is usually a qualified signature issued anywhere in the EU. Then comes the articles of association (umowa spółki) itself — and this is where it's easiest to get lost. In S24, this isn't just "a template you sign," but a form with 17 numbered sections (§1 through §17), several of which require choosing between multiple lettered options (A, B, C, D, and so on) with no plain-language explanation of what they actually mean: things like the rules for transferring or pledging shares, the right to advance dividend payments, the company's governance structure, how long board members serve, the procedure for making decisions on the company's behalf, and how the company is represented in transactions. Each of these choices carries real legal consequences for years to come, and the system never checks whether your answers across the different sections are even consistent with each other — a mistake usually surfaces later, once a specific situation comes up (a dispute between co-owners, say, or a bank refusing to accept a document), not at the filing stage. There's also a harder deadline to watch for: if you sign the articles of association but don't file the KRS registration application within 7 days, the agreement is automatically considered dissolved, and you have to start the signing process over from scratch. If you need custom provisions — special shareholder rights, restrictions on transferring shares, minority protections — or if the capital contribution includes property rather than just cash (an in-kind contribution, or aport, which S24 doesn't allow at all), you'll need to go through a notary instead. After signing and paying the fee, the court usually registers the company within one to a few business days if the application has no errors — but errors, such as poorly chosen PKD codes, are the most common reason for delays.

Getting registered in the KRS is only the beginning, not the end. Several mandatory deadlines kick in right away: the capital has to actually be paid into the company's account within 7 days of registration — the same deadline applies to reporting the beneficial owner to the CRBR register; within 14 days of signing the articles of association — not of registration — you have to file a PCC-3 declaration and pay a 0.5% tax on the amount of the capital; within 21 days of KRS registration, you have to submit the NIP-8 form with supplementary company data to the tax office. Then there's opening a business bank account: unlike a JDG, a Sp. z o.o. is required to have an account in the company's name, and most Polish banks won't open one for a foreigner remotely — typically the beneficial owner or a board member has to visit a branch in person, banks don't follow uniform rules on this, and companies owned entirely by foreigners often face extra scrutiny (AML/KYC checks) that can take more than a day or two. If one of the founders is a foreign company, or a power of attorney issued abroad is being used, those documents usually need a certified Polish translation — and sometimes an apostille as well — so it's worth budgeting time for that in advance.

On cost: the S24 route comes to roughly 375 PLN in total at the minimum capital level (a 250 PLN registration fee, a 100 PLN fee for the mandatory notice in the Court and Commercial Gazette, and 0.5% PCC tax on the capital), while the notarial route typically runs from around 1,700–2,000 PLN and up because of the notary's fee — but in exchange it gives you full freedom in drafting the articles of association and allows in-kind capital contributions.

Given all these steps, a realistic timeline before the company is actually ready to operate — with the account open and the CRBR, PCC-3, and NIP-8 filings done — usually runs three to six weeks, even though the KRS registration itself can take just a few days.

How much does it cost to open a Sp. z o.o.?

The minimum share capital is 5,000 PLN. The contribution can be made in cash or in kind (aport), but an in-kind contribution isn't possible when registering through the electronic S24 system — that requires the traditional notarial route instead.

A special case: buying real estate

If you're planning for the company to acquire or own real estate in Poland, and you fall under the definition of a foreigner under the law on the acquisition of real estate by foreigners, purchasing or acquiring shares in a company that owns real estate may require a separate special permit. This is worth checking before registration if real estate is part of your business plan.

Frequently asked questions

Can I register a Sp. z o.o. while I'm still outside Poland? Yes, formally company registration is available regardless of the founder's place of residence, and it can be done through a proxy, or, if you have a Profil Zaufany, on your own online.

If I'm the founder and sole co-owner, and I also work in my own company, do I need a work permit? No — but only for as long as your compensation from the company doesn't exceed 6 months in a year: past that threshold, a type B permit is needed regardless of co-owner status. Up to that point, a temporary residence permit for running a business is obtained instead of a work permit; this is a separate, standalone legalization procedure.

What's the fundamental difference between Sp. z o.o. and JDG in terms of who can open one? A JDG is only available if you hold one of the residence grounds explicitly listed in the law; a Sp. z o.o. can be founded by almost any foreigner, regardless of residence status at all.

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