Company Registration in Poland for Foreigners (Sp. z o.o.)

If you run a business abroad and want to operate in Poland, you do not need to be a Polish citizen or resident to own a Polish company. Foreigners can register and own a company here, and in most cases the whole process can be handled remotely. As an attorney-at-law (radca prawny) in Wroclaw, I guide foreign founders and companies through the full process in English - from choosing the right structure to the first day of operations.

This guide explains the practical side: who can register a company, which form to choose, how registration works, and the difference between opening a subsidiary and a branch of your existing company.

Can a foreigner register a company in Poland?

Yes. A foreigner of any nationality can set up a limited liability company (spolka z ograniczona odpowiedzialnoscia, sp. z o.o.), as well as other forms such as a joint-stock company (S.A.) or a simple joint-stock company (P.S.A.). The sp. z o.o. is by far the most common choice, because it gives limited liability and can be formed and owned by non-residents.

One point to keep in mind: registering a company is a separate matter from the right to live or work in Poland. Owning a Polish company does not by itself grant residence. I focus on the business and legal side - for visas and residence cards you would use an immigration specialist.

Sp. z o.o. - the usual choice

A limited liability company is a separate legal entity with its own assets and liabilities. The shareholders are generally not personally liable for the company's debts - their risk is limited to the capital they contribute. The minimum share capital is PLN 5,000. Shareholders and management board members may be foreigners and may live abroad.

For most foreign founders this structure offers the best balance: credibility with Polish contractors and banks, limited liability, and a clear framework for bringing in investors or partners later.

How registration works - S24 or notarial deed

There are two routes to register an sp. z o.o.:

• S24 (online) - registration through the Ministry of Justice system using a standard company agreement template. It is faster and cheaper, but the articles of association are limited to the template. S24 requires an electronic signature: either a Polish trusted profile (Profil Zaufany, which needs a PESEL number) or a qualified electronic signature, which a foreigner can obtain remotely.
• Notarial deed - the articles of association are drawn up before a notary. This route is necessary when you need tailored provisions (for example non-standard share classes, contributions in kind, or specific governance rules).

In both cases the company is entered into the National Court Register (KRS). Which route is right depends on how standard your setup is - for a simple ownership structure S24 is often enough, while more complex arrangements call for a notarial deed.

What you need to register

Before filing, we usually prepare:

• identity documents of the shareholders and board members (passport; a sworn translation may be required),
• a registered office address in Poland,
• the business scope (PKD activity codes),
• the share structure and the composition of the management board (zarzad),
• a declaration on the contribution of the share capital.

Once the company is registered, it receives its KRS number, NIP (tax identification number) and REGON (statistical number). The next steps are opening a Polish bank account, arranging bookkeeping (Polish companies keep full accounting in Polish and in PLN under the Accounting Act), and registering for VAT if the activity requires it. Registration itself typically takes around two to four weeks, depending on the route and the completeness of the documents.

Branch or subsidiary - two ways for a foreign company to enter Poland

If you already have a company abroad, there are two main options:

• Subsidiary (sp. z o.o.) - a new, separate Polish company owned by your foreign company. It has its own legal personality, its own assets and its own liability, which shields the parent from the subsidiary's debts.
• Branch (oddzial) - not a separate legal entity. The branch operates as part of your foreign company, which bears full responsibility for its obligations. Its name must include your company's name, the Polish translation of the legal form and the words "oddzial w Polsce", and it must have a representative with an address for service in Poland.

A subsidiary is usually better when you want to ring-fence risk, build a local brand or take on local investors. A branch can be simpler when you mainly extend existing operations. Both must keep Polish accounting, and a branch may trigger taxation of the parent on profits attributable to Poland (permanent establishment). I help weigh these options against your plans before you commit.

Complex legal support for foreign businesses in Poland

Registration is only the start. Running a company in Poland means ongoing legal needs, and I provide end-to-end support in English, including:

• commercial and B2B contracts, terms and conditions,
• employment and contractor arrangements,
• GDPR and data protection,
• debt collection and dispute resolution,
• day-to-day advice and representation before Polish courts and authorities.

You deal with one lawyer who knows your business, communicates clearly in English, and sets out costs in advance - instead of coordinating several disconnected providers.

This article is general information and does not constitute legal advice. Every case is different - please consult a lawyer about your specific situation.