Poland has remained an attractive place for doing business by foreigners for several years. A stable legal environment, access to the European Union market, and competitive operating costs make more and more entrepreneurs decide to register a limited liability company (spółka z ograniczoną odpowiedzialnością – sp. z o.o.) in our country.
In this article, we explain step by step how the process of establishing a company by foreigners, including foreign companies, works and what should be paid particular attention to.
Why a limited liability company is a good choice for a foreigner
A limited liability company is one of the most commonly chosen legal forms of conducting business in Poland – both by Polish citizens and foreign investors.
The main advantages of this legal form:
- Limited liability – shareholders are liable for the company’s obligations only up to the amount of their contributions,
- Possibility to conduct business on a large scale – a limited liability company may employ staff, apply for grants, or participate in tenders,
- Registration can be done entirely online,
- No requirement to hold a residence card or work permit – a foreigner may be a shareholder or a board member without permanent residence rights, although in practice some situations require additional formalities (e.g., representing the company before authorities).
Who can establish a limited liability company in Poland?
According to the Commercial Companies Code, a limited liability company may be established by any natural or legal person, including a foreigner – regardless of citizenship or place of residence.
The only restriction is that a single-member company cannot be established by another single-member limited liability company, which also applies to foreign companies that are equivalents of a Polish sp. z o.o. It should be noted, however, that this limitation applies only at the stage of creating a new company. The law does not prohibit a single-member company from acquiring all shares in another single-member company, which means it is possible to achieve such a structure through a transaction, e.g., by purchasing shares.
Registration process
The first step in establishing a limited liability company is to prepare the Articles of Association, which define the key elements of the future business. At this stage, it is necessary to:
- Gather the required documents – this is particularly important for foreign entities that are to become shareholders of the z o.o.
As a rule, it is recommended to provide documents confirming the existence of the company and the manner of its representation, such as a current extract from the commercial register. These documents must be:- affixed with an apostille, if issued in a country that is a party to the 1961 Hague Convention, or
- legalized at the Polish consulate, if issued in a country that is not a party to the above convention,
- and then translated into Polish by a sworn translator registered with the Ministry of Justice.
- Choose the company name – it must be unique and include the designation spółka z ograniczoną odpowiedzialnością (can be abbreviated as sp. z o.o.). Before finalizing the choice, it is advisable to check its availability in the National Court Register (KRS) to avoid rejection of the application.
- Determine the share capital – the minimum amount is PLN 5,000. The capital may be contributed in cash or in-kind (non-cash contribution), however, non-cash contributions cannot be made when registering the company online.
- Draft the content of the Articles of Association – the document must indicate, among other things, the company’s registered office, scope of business activity (in accordance with the current PKD 2025 classification), the amount of share capital, shareholders’ shares, and rules of representation.
The Articles of Association can be executed in two ways:
- In the form of a notarial deed – the traditional method,
- Online via the S24 system – faster and cheaper, requiring a qualified electronic signature or a trusted profile (ePUAP). Importantly, a foreigner without a PESEL number cannot use a trusted profile. In such a case, a qualified electronic signature is required or registration must be done through a notary.
Next, a court fee must be paid and an electronic application submitted for entry of the company in the National Court Register (KRS).
After entry into the KRS, the system automatically assigns the company a KRS number, as well as a NIP (tax identification number for invoices) and REGON (statistical number).
Summary
Establishing a limited liability company in Poland by a foreigner or a foreign entity involves a number of formalities which, especially in a new country, may cause stress for many investors – particularly those who do not speak Polish. Therefore, a proper preparation for this process is so important, including not only understanding the business environment but also the legal system and conditions, to ensure that the process of establishing a company is carried out efficiently and represents a promising entry into a new market.