A Comprehensive Expert Guide for Entrepreneurs and Investors | 2026

Introduction – Why Choose a Limited Liability Company?

The limited liability company (spółka z ograniczoną odpowiedzialnością, abbreviated as sp. z o.o.) has for years remained the most popular form of conducting business activity in Poland among entities choosing capital structures. According to data from the Central Statistical Office (GUS), at the end of 2024, there were over 500,000 active limited liability companies registered in the National Court Register (KRS), and this number continues to grow steadily. What makes entrepreneurs – both Polish and foreign – so eager to choose this particular legal form?

The answer lies primarily in the limited liability mechanism, which constitutes the legal foundation of this type of company. Unlike sole proprietorship or partnerships, shareholders of a limited liability company are not personally liable for the company’s obligations. The limit of their liability is the value of their contributed capital – in other words, they only risk what they have invested in the venture. This feature is of fundamental importance for those planning business activities carrying certain commercial risks or for those who simply wish to separate their private sphere from their professional one.

A limited liability company has legal personality, which means it constitutes a separate legal entity from its shareholders, with its own rights and obligations. It may, in its own name, acquire rights, including ownership of real estate, incur obligations, sue and be sued. This legal independence translates into greater credibility in business transactions – business partners and financial institutions often perceive capital companies as more stable and professional business partners than natural persons conducting business activity.

This guide will take you through all stages of the process of establishing a limited liability company in Poland according to the legal status as of 2026, taking into account the latest changes in regulations, including the new PKD 2025 classification and current registration fees.

Legal Framework for the Functioning of a Limited Liability Company

The primary legal act regulating the creation and functioning of a limited liability company is the Code of Commercial Companies – the Act of 15 September 2000 (consolidated text: Journal of Laws of 2024, item 18, as amended). Provisions concerning the limited liability company are contained in Section I of Title III of this Act, covering Articles 151 to 300. These regulations define the principles of company formation, rights and obligations of shareholders, structure of governing bodies, liability rules, and procedures for transformation and liquidation.

In addition to the Code of Commercial Companies, an entrepreneur establishing a limited liability company must take into account a number of other legal acts. The Act on the National Court Register of 20 August 1997 defines the company registration procedure and the scope of data subject to entry. The Accounting Act of 29 September 1994 imposes on the company the obligation to maintain full accounting books and prepare annual financial statements. Tax regulations – the Corporate Income Tax Act and the Value Added Tax Act – regulate the company’s fiscal obligations.

Particular attention should be paid to the Act on Counteracting Money Laundering and Terrorism Financing of 1 March 2018, which introduces the obligation to report the company’s beneficial owners to the Central Register of Beneficial Owners (CRBR). Failure to fulfill this obligation within 14 days of company registration may result in administrative penalties of up to PLN 1,000,000.

Share Capital – The Financial Foundation of the Company

Share capital constitutes one of the constitutive elements of a limited liability company – without its determination and coverage, the company cannot be established. In accordance with Article 154 § 1 of the Code of Commercial Companies, the minimum share capital is PLN 5,000. This is one of the lowest minimum values in the European Union, making the Polish limited liability company a relatively accessible legal form for beginning entrepreneurs.

Share capital is divided into shares, the nominal value of which cannot be lower than PLN 50. This means that with the minimum capital of PLN 5,000, a maximum of 100 shares with a nominal value of PLN 50 each can be created. The articles of association must specify whether a shareholder may hold more than one share – this is the so-called principle of equality or inequality of shares.

Capital primarily serves a guarantee function towards creditors and represents the financial commitment of shareholders. However, it is worth considering establishing capital higher than the statutory minimum if the company plans to apply for bank financing or execute larger contracts – higher share capital positively affects the perception of the company’s credibility by business partners and financial institutions.

Cash and In-Kind Contributions

Share capital may be covered by cash contributions or in-kind contributions (contributions in kind). Cash contributions are the simplest form – shareholders pay specified amounts to the company’s bank account or into its cash. In the case of registration through the S24 system, only cash contributions are permissible, which must be made within 7 days from the date of the company’s entry in the register.

In-kind contributions may include practically any transferable asset value: real estate, machinery and equipment, intellectual property rights, receivables, and even an enterprise or its organized part. However, making an in-kind contribution requires maintaining the form of a notarial deed for the articles of association, which excludes the possibility of registration through S24. Additionally, the articles of association must specifically define the subject of the contribution, the contributing shareholder, and the number and nominal value of shares acquired in exchange.

When valuing in-kind contributions, the principle of prudence applies – shareholders bear joint and several liability towards the company for overvaluation of in-kind contributions. If the value of the in-kind contribution was overestimated in relation to its market value on the date of conclusion of the articles of association, the shareholder making such contribution and management board members who knew about it are obliged to compensate the company for the missing value.

Two Registration Paths – Which One to Choose?

The Polish legal system offers entrepreneurs two equivalent methods of establishing a limited liability company: the traditional method, requiring a visit to a notary, and the electronic method, carried out entirely online through the S24 system. Both paths lead to the same result – the creation of a fully functional company with legal personality – but differ fundamentally in terms of costs, completion time, and flexibility in shaping the content of the articles of association.

Registration Through the S24 System

The S24 system, available at ekrs.ms.gov.pl/s24, was launched by the Ministry of Justice to simplify and accelerate the process of establishing companies. The system’s name refers to the ambitious goal – enabling company registration within 24 hours. In practice, registration usually takes from one to three business days, which still represents a revolutionary acceleration compared to the traditional path.

The main advantage of S24 registration is the significant reduction in costs. The court fee for KRS entry is PLN 250 (compared to PLN 500 for traditional registration), and the elimination of the need to engage a notary eliminates notarial fee costs.

A condition for using the S24 system is that all shareholders and management board members possess a means of electronic identification – a trusted profile (ePUAP) or qualified electronic signature. The system provides document templates: articles of association, list of shareholders, management board member statements, which must be completed and signed electronically. Some attachments must be prepared independently and uploaded to the system.

A limitation of this path is the requirement to use simplified template articles of association, which do not allow for the introduction of additional provisions or provisions different from the standard provisions that may be significant for the company’s practical operation or provisions different from the template. Entrepreneurs planning more complex solutions – such as preferential shares, special inheritance rules, or restrictions on share transfers – must use the notarial form. Moreover, as mentioned, in the S24 system, share capital may only be covered by cash contributions.

Traditional (Notarial) Registration

Traditional registration requires the articles of association to be drawn up in the form of a notarial deed. This is the only permissible path when shareholders intend to make in-kind contributions, introduce non-standard contractual provisions, or when any of them does not have a means of electronic identification.

The costs of this path are higher and include: notarial fee (dependent on the amount of share capital – with minimum capital of PLN 5,000 it amounts to approximately PLN 160 net, but increases with capital), court fee for KRS entry (PLN 500), and costs of notarial deed copies. The total minimum cost of traditional registration ranges around PLN 750-1,000, but may be significantly higher with higher share capital or more elaborate articles of association.

The waiting time for entry in the KRS with traditional registration is usually from several days to four weeks, although during periods of increased burden on registry courts it may be extended. The application together with attachments is submitted through the Court Registers Portal (PRS), attaching scans of documents certified by the notary.

Despite higher costs and longer completion time, the notarial form has significant advantages, as it allows for tailoring the articles of association to specific business needs. Additionally, the notary verifies the identity of shareholders, instructs them about the legal consequences of the concluded agreement, and is responsible for the correctness of the drawn up deed. This additional safeguard can be particularly valuable in cases of companies with a larger number of shareholders or with more complex ownership structures.

Comparative Overview of Both Registration Paths

Company Formation Procedure – Detailed Process

Regardless of the chosen registration path, the process of establishing a limited liability company comprises several key stages that must be completed in a specific order. Below we present a detailed description of each of them, indicating the most common pitfalls and practical tips.

Stage One: Preparation and Conclusion of the Articles of Association

The articles of association of a limited liability company constitute the foundation of its functioning – they define the principles of the entity’s operation, relationships between shareholders, and management structure. The Code of Commercial Companies in Article 157 § 1 enumeratively lists elements that must be included in every limited liability company’s articles of association.

First and foremost, the articles of association must specify the company name (firma), i.e., the name under which it will operate in business. The company name must include the designation of legal form – “spółka z ograniczoną odpowiedzialnością” or the abbreviation “sp. z o.o.” – and should differ sufficiently from the names of other entrepreneurs operating in the same market. It is worth checking in the KRS search engine before registration whether the planned name is not already taken.

The registered office (siedziba) of the company is the locality where its managing body is based – indicating the city is sufficient, without a detailed address. The specific address is provided in the application for entry in the KRS and may be changed without the need to amend the articles of association, as long as the locality does not change.

A key element is defining the company’s business activity through indication of Polish Classification of Activities (PKD) codes. From 1 January 2025, the new PKD 2025 classification applies, introduced by a Council of Ministers regulation. When registering a new company, only codes from the new classification should be used. The scope of activity should be defined as broadly as possible to enable the company to respond flexibly to changing market conditions – subsequent expansion of the scope of activity requires amendment of the articles of association and entry in the KRS.

The articles of association must also specify the amount of share capital (minimum PLN 5,000), the number and nominal value of shares taken up by individual shareholders, and information whether a shareholder may have more than one share. If the company is established for a definite period, this must be clearly indicated; otherwise, it is assumed that the company was established for an indefinite period.

Stage Two: Making Contributions and Appointing Governing Bodies

After conclusion of the articles of association, a so-called limited liability company in organization arises – an entity that may already conduct business and incur obligations but does not yet possess full legal personality. During this period, shareholders are obliged to make contributions to cover the share capital.

In the case of traditional registration, all contributions must be made before submitting the application for entry in the KRS. A statement by all management board members that contributions have been made in full is attached to the application. With S24 registration, cash contributions must be made within 7 days from the date of the company’s entry in the register – after this deadline, the management board submits a statement to the court on the coverage of capital.

An important stage is also the appointment of the company’s management board – the body responsible for conducting the company’s affairs and its representation. The management board may be single-member or multi-member, and its members may be both shareholders and third parties. Appointment may take place when concluding the articles of association or by separate resolution of shareholders.

If the share capital exceeds PLN 500,000 and the company has more than 25 shareholders, the establishment of a supervisory board or audit committee is also mandatory – bodies exercising permanent supervision over the company’s activities. In other cases, the appointment of these bodies is optional.

Stage Three: Filing the Application for Entry in the KRS

The application for entry of the company in the KRS entrepreneurs’ register is filed by the management board within 6 months from the date of conclusion of the articles of association. Exceeding this deadline results in dissolution of the company by operation of law. The application is filed exclusively in electronic form – through the S24 system (if the articles of association were concluded in this system) or through the Court Registers Portal (in the case of notarial articles of association).

A complete set of required documents must be attached to the application, including e.g.: the articles of association (notarial deed or S24 printout), a statement by all management board members on the making of contributions to cover the share capital, a list of shareholders signed by all management board members indicating the surname and name or company name and the number and nominal value of each one’s shares, a list containing surnames, names and addresses for service or names and registered offices of members of the company’s bodies, as well as proof of payment of court fees.

The registry court examines the application for formal and substantive compliance, verifying the conformity of documents with legal provisions. In case of formal deficiencies, the court calls for their supplementation within one week. After positive verification, the company is entered in the register – at this moment the limited liability company acquires legal personality.

Stage Four: Formalities After Registration

Obtaining entry in the KRS does not end the company organization process. In the following days and weeks, the management board must fulfill a number of administrative and tax obligations, the neglect of which may result in financial sanctions.

First of all, an identification application NIP-8 must be filed with the competent tax office. This form contains supplementary data not entered in the KRS – including the bank account number, expected number of employees, and place of document storage. The deadline for filing NIP-8 is 21 days from the date of entry in the KRS, but is shortened to 7 days if the company intends to pay social security contributions.

Within 14 days of concluding the articles of association online, a PCC-3 declaration must be filed and civil law transaction tax paid. The tax rate is 0.5% of the share capital value reduced by registration costs. With minimum capital of PLN 5,000, the tax will amount to approximately PLN 25.

Extremely important is the registration of the company in the Central Register of Beneficial Owners (CRBR) within 14 days of entry in the KRS. A beneficial owner is a natural person exercising direct or indirect control over the company – usually shareholders holding more than 25% of shares or management board members. Registration is done electronically through crbr.podatki.gov.pl.

If the company intends to perform activities subject to VAT, registration as a VAT taxpayer is necessary by filing a VAT-R form. Registration must be completed before performing the first taxable activity.

Taxation and Ongoing Operating Costs

A limited liability company as a legal person is subject to corporate income tax (CIT). The basic CIT rate in Poland is 19% of income. However, for so-called small taxpayers – i.e., entities whose gross sales revenues in the previous tax year did not exceed the equivalent of EUR 2,000,000 – a preferential rate of 9% is provided.

Worth noting is the so-called Estonian CIT (lump-sum tax on company income), introduced to the Polish tax system in 2021. In this model, the company does not pay tax as long as it reinvests profits in its business – taxation occurs only at the moment of profit distribution to shareholders. The effective tax rate under Estonian CIT ranges from 20% to 25%, depending on the taxpayer’s status.

A classic disadvantage of a limited liability company is the so-called double taxation of income. Company profit is first subject to CIT at the company level, and then – upon dividend payment to shareholders – subject again to dividend tax at a rate of 19% PIT.

Running a limited liability company generates fixed costs. The most significant of these is accounting services. A limited liability company has a statutory obligation to maintain full accounting books, which is significantly more labor-intensive and costly than simplified accounting available to sole proprietorships. Monthly costs of accounting office services start from approximately PLN 400-600 net for entities with a minimal number of transactions.

Limited Liability Company for Foreign Investors

The Polish limited liability company constitutes an attractive legal form for foreign investors planning to enter the Polish market or use Poland as an operational base for activities in the Central and Eastern European region. The lack of requirements regarding citizenship or place of residence of shareholders and management board members means that a limited liability company may be established by natural and legal persons from any country.

The process of establishing a company by foreigners is essentially the same as for Polish citizens, but requires additional attention in several areas. First of all, foreign investors often need to obtain an apostille or legalization of corporate documents (extracts from the register, powers of attorney) if required for registration. Documents in foreign languages require sworn translation into Polish.

For entities from third countries, an additional requirement may be obtaining a permit for real estate acquisition (if the company is to acquire land or shares in companies owning real estate) or a permit for regulated activity in certain sectors.

From a tax perspective, Poland has concluded double taxation treaties with most countries in the world, which allows for optimization of tax burdens in cross-border flows of dividends, interest, and royalties. A limited liability company may also benefit from the dividend exemption system provided by the Parent-Subsidiary Directive for payments to parent companies from the EU.

Summary

The limited liability company remains a universal legal tool, suitable for a wide spectrum of business activities – from single-person ventures to complex holding structures with foreign capital participation. Its main advantages are the limitation of shareholders’ personal risk, flexibility in shaping the ownership structure, and a professional image in business transactions.

The process of establishing a limited liability company in Poland, especially using the S24 system, is relatively quick and inexpensive. With a minimum share capital of PLN 5,000 and registration costs in the range of PLN 300-1,000, this legal form is accessible to practically any entrepreneur. However, what is crucial is a conscious approach to choosing the registration path and a well-thought-out construction of the articles of association, which will serve for years of the entity’s operation.

The decision to establish a limited liability company should take into account not only current needs but also development plans – the possibility of obtaining an investor, entering foreign markets, or eventual sale of the venture. In all these scenarios, a capital company offers much greater flexibility than a sole proprietorship or partnerships.

We encourage you to use professional legal and tax advisory before making a final decision on the legal form of business activity. Experts will help select the optimal structure for an individual situation, minimize tax burdens, and avoid typical mistakes made by beginning entrepreneurs.