A Sp. z o.o. is a limited liability company in Poland. Minimum capital of 5,000 PLN, full protection of personal assets, and the ability to work with large clients. Registration via S24 or a notary, plus KRS, ZUS, NIP, REGON, and a business account. Unlike a JDG, a Sp. z o.o. can be registered by almost any foreigner — no residence permit required.
Shareholders, share distribution, management board. An S24 template or an individual notarial deed — we tailor it to your situation.
Via S24 — on the day of filing (1–3 business days), 250 PLN court fee + PCC of 0.5% of share capital. Via a notary — 3–7 business days, 500 PLN court fee + notary fee. Issuance of the KRS, NIP, and REGON numbers.
Registration after the KRS number is issued. Obtaining all the registration numbers the company needs.
Within 14 days of KRS registration — registering beneficial owners in the CRBR. Within 21 days — filing NIP-8 with the tax office. If registering as a VAT payer — a separate VAT-R form. From April 2026, KSeF (electronic invoicing) is mandatory for VAT payers. We handle all of it.
A legal address in central Warsaw for the KRS. Mail scanning and forwarding. Available as a separate service.
A Sp. z o.o. is needed when a JDG no longer fits: large contracts, multiple founders, asset protection.
Many Polish companies prefer to work with legal entities rather than sole proprietors.
Liability is limited to the share capital (min. 5,000 PLN). Personal property is protected.
A Sp. z o.o. lets you distribute shares, add co-founders, and work with venture financing.
A Sp. z o.o. can be registered by a citizen of any country — no residence permit needed. Unlike a JDG, whose eligibility is limited to specific grounds of stay.
We determine the structure, founders, and tax regime, and choose between S24 and a notary.
Preparing the articles of association, registration via S24 (1–3 days) or a notary (3–7 days).
Registration across all registers after the KRS number is issued.
A business account at a Polish bank, a registered address in Warsaw, CRBR registration (14 days), NIP-8 (21 days).
The cost depends on the structure and the registration method (S24 or notary). We provide an estimate at the consultation. There are no add-on charges along the way — your quote doesn't change until the matter is resolved.
No surprise charges — your quote is fixed until the decision is issued.
Once the KRS number is issued, the company has several mandatory steps with strict deadlines. We manage them all for you.
With S24 registration, the company agreement must be submitted to the KRS within 7 days of signing. Missing the deadline leads to dissolution of the company in formation.
Registering the beneficial owner in the Central Register of Beneficial Owners (CRBR). The deadline is 14 days from the date of KRS registration (excluding Saturdays and public holidays). The penalty for non-compliance is up to 1,000,000 PLN.
The civil-law transaction tax declaration (0.5% of share capital) — filed with the tax office within 14 days of signing the company agreement. With S24 registration, the system calculates it automatically.
The company's supplementary details (list of bank accounts, data for ZUS and the tax office, information on activity) are filed with the tax office on the NIP-8 form within 21 days of KRS registration. The form can be submitted in paper or electronic form.
If the company is a VAT payer, a separate VAT-R form must be filed to register as an active VAT payer.
From 1 April 2026, most VAT payers are required to issue invoices exclusively through the National e-Invoicing System (KSeF). Your accounting system needs to be integrated with KSeF. We help with the setup.
Opening a business account is effectively the first step after the KRS number is issued. Banks require the director to be present in person (a compliance/AML procedure). We help with choosing a bank and preparing documents.
S24 — online through the Ministry of Justice's electronic platform, a standard template for the articles, registration in 1–3 business days, court fee of 250 PLN. The limitation: only standard terms — you can't add vesting, preferred shares, or non-standard inheritance provisions. A notary — individual articles with any provisions you want, 3–7 business days, 500 PLN court fee plus the notary fee. If you need non-standard terms, only a notary will do.
5,000 PLN. The minimum nominal value of a single share is 50 PLN. It can be contributed in cash; via S24, only cash is allowed — an in-kind contribution (property) isn't possible. In practice, we recommend 10,000–20,000 PLN — it builds trust with banks and counterparties when opening an account.
Yes, with no restrictions based on citizenship. For citizens of most countries there are no additional requirements. The one nuance: opening a bank account may require being present in person and going through enhanced compliance, especially for citizens of higher-AML-risk countries.
The CRBR is the Central Register of Beneficial Owners, mandatory for every Sp. z o.o. After KRS registration, you have 14 days (excluding weekends and public holidays) to register the beneficial owner (a person controlling more than 25% of shares). The penalty for non-compliance is up to 1,000,000 PLN. Only a director authorised to represent the company per the KRS can file it.
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