Register your Poland Limited Liability Company (z.o.o./L.L.C.) 

A Poland Limited Liability Company (spółka z ograniczoną odpowiedzialnością or abbreviated: sp. z o.o.) is the most popular method for an investment platform in Poland. As an independent legal entity, the Polish Limited Liability Company (LLC) is responsible for its legal obligations, debts, loans, and judicial court decisions. 

This business structure has numerous advantages, including the fact that the investor is insured in case the business fails. The fact that company owners have limited liability, in addition to the convenient incorporation and maintenance costs are two of its most significant characteristics. 

The law which regulates Polish LLCs is referred to as the Polish Companies Code.

Benefits of an LLC in Poland

• Reasonable accounting and administration services. 
• Low license and maintenance fees. 
• 100% foreign ownership is allowed. 
• Minimum of one director and shareholder is required and can be the same person. 
• Low minimum capital requirements. 
• Fast Registration 
• Limited liability for shareholders, whose liability is restricted to the capital they have invested in the company. 
• Virtual offices are permitted, easily available, and affordable. 

Top Uses Of An LLC in Poland

• Global trade and access to the European trade zone 
• Intellectual property protection 
• Holding company 
• Estate planning 
• Asset Insurance 
• Tax planning and minimization 
• Real estate 

Incorporating the Limited Liability Company in Poland 

The LLC (sp. z o.o) is the most prominent type of business set up by foreigners in Poland, and is intended for massive business ventures. A Share capital of PLN 50,000 is required to establish the LLC, and the Shareholders are only liable for the amount of share capital they hold.

Additionally, it is important for the new company to acquire a REGON (statistical number), NIP (tax identification number), and register for VAT payment. 

Steps to incorporate the LLC 

• Partnership should be entered in the Polish Court Register, 
• Obtain Certificate of Approval, and 
• Post-Registration Procedures. 

The steps involved in setting up an LLC are as follows: 

1. Execution of articles of association, which may be conducted by an attorney. The articles of association should define, as a minimum the following: 
2. the business name and registered office of the company; 
3. the corporate goal of the company; 
4. the amount of the share capital; 
5. whether the shareholder might hold more than one share; 
6. the number and nominal worth of shares taken up by individual shareholders; 
7. duration of the company, if definite. 

It is highly recommended that the articles of association include information clarifying what would happen if there was an increase in share capital, changes to the board of directors, extra contributions, earnings, and/or activities that require shareholder approval. 

• Open a bank account and deposit the contributions covering the entire company’s share capital into this new bank account. 
• An application to register the company with the Polish Court Register is then prepared, and the following must be included: 
• motion for the REGON statistical number issued by the Central Statistics Office
• the application for the company’s registration with the Social Insurance Institution, consenting to make the required payments, and 
• the application containing the NIP tax number and related taxation offices. 
• The company’s management board is designated. 
• And then, send the application to the trade register to be registered in the National Court Register. 

All of the above documents must be submitted in Polish, so, if the applicant is not a Polish language native, a registered translator must be assigned to translate the documents into Polish.

A company in Poland can operate as a “company in organization” for up to six months before filing for registration and can make valid contracts. Though, its activities can theoretically be deterred until it becomes a proper company. 

If you have any more questions or needed help in setting up your LLC in Poland, let’s go ahead together and contact your Damalion expert now. 

Register your Poland limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) — S24 online vs notarial route, share capital & articles, KRS/NIP/REGON sequence, CRBR UBO filing, banking & accounting rails, and a facilitator-led path from term sheet to first invoice.

For sponsors, entrepreneurs, family offices, holding companies and international groups • Damalion facilitates scoping, provider selection, documentation and filings alongside your legal and tax advisors. You approve; authorities and banks decide where required.

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Why Poland’s sp. z o.o. is a practical operating/holding vehicle

The Polish limited liability company (sp. z o.o.) is the market-standard for operating subsidiaries and asset holding. It allows 100% foreign ownership, flexible shareholder structures, and remote formation options. We facilitate the choice between S24 (templated online articles) and notarial bespoke documentation, then coordinate KRS registration, tax IDs, UBO filing and bank onboarding so operations start smoothly.

S24 vs Notarial formation — at a glance

Feature	S24 (online template)	Notarial (bespoke)
Articles	Standard template; faster	Tailored clauses (governance, transfers, vetoes)
Signing	ePUAP/qualified e-signature for all parties	In-person or power of attorney before a notary
Share capital	Cash contributions easiest	Cash or in-kind (documentation required)
Timing	Generally quicker once signatures are ready	Depends on notary slots and document complexity
Use cases	Simple structures, quick launch	Custom rights, investor protections, complex cap tables

How to register a sp. z o.o. — facilitator-led sequence

1. Define perimeter. Name, PKD business codes, shareholders, management board, capital, bank & payroll needs.
2. Choose route. S24 template vs notarial bespoke; confirm signature mechanics (ePUAP/qualified certs or POA).
3. Draft & sign. Articles, shareholder resolutions, board consents; arrange translations if needed.
4. KRS filing. Submit incorporation to the National Court Register; receive KRS number.
5. NIP & REGON. Obtain tax (NIP) and statistical (REGON) numbers; register for VAT if required.
6. CRBR UBO filing. Declare ultimate beneficial owners within the statutory deadline.
7. Bank onboarding. KYC, account opening, signatory matrix, payment approvals; first funding.
8. Accounting & payroll. Books, e-invoicing readiness, reporting cadence; payroll where applicable.
9. Go-live & governance. Commercial registry extracts, company seal (if used), registers, meeting calendar.

Documents & information most providers expect

• Shareholder/UBO IDs, proof of address, KYC forms; corporate docs for entity shareholders.
• Company name, PKD codes, registered office address, management board list.
• Share capital amount and contributions (cash/in-kind), share structure, articles language.
• Polish e-signatures (ePUAP/qualified) or notarised POAs for signatories.
• Bank onboarding pack: expected payments (volumes, currencies, countries, counterparties).

Tax & compliance snapshot (confirm specifics with counsel)

• CIT and VAT regimes apply per activity and thresholds; small/standard rate bands exist. Withholding and transfer-pricing rules may apply.
• Register for VAT (VAT-R) if required; SAF-T (JPK) e-filings may apply for VAT-registered companies.
• Maintain accounting books in Polish GAAP; annual financial statements and corporate filings per law.

Related reading

• Doing business in Luxembourg (overview)
• Guide to bank accounts (international)
• More on company formation

Frequently asked questions

Can a sp. z o.o. be 100% foreign-owned?

Yes. Foreign individuals and entities may own 100% of the shares subject to general KYC/AML obligations.

Is a Polish resident director required?

No statutory residency mandate for board members, but local signatory/logistics may be needed for banks and operations.

What’s the difference between S24 and notarial formation?

S24 uses templated articles and e-signatures for speed; notarial formation allows bespoke clauses and complex cap tables.

How fast is registration?

Once signatures and the pack are ready, KRS processing is typically swift; bank onboarding can add time depending on profile.

What is CRBR and when must we file?

The Central Register of Beneficial Owners (CRBR); UBO data must be filed within the legal deadline after incorporation.

Do we need a Polish bank account?

For operations and payroll yes; for holding-only companies, practical needs vary. Banks assess each file under their policies.

Can formation be done remotely?

Yes via S24 with ePUAP/qualified e-signatures, or by using notarial POAs where appropriate.

What is the minimum share capital?

Set your capital per strategy and bank expectations; confirm current statutory thresholds at the time of formation.

Are in-kind contributions allowed?

Yes under the notarial route with proper documentation and valuation support as required.

Do we need a physical office?

A registered address in Poland is required; substance expectations depend on activity and counterparties.

How are dividends taxed?

Domestic WHT and treaty/EU reliefs depend on facts and ownership; confirm with tax counsel.

What ongoing filings apply?

Corporate filings, financial statements, tax returns; VAT/JPK if VAT-registered; CRBR updates on changes.

Can we change articles later?

Yes via shareholder resolutions and KRS filings; notarial form may be required for certain amendments.

Will banks accept remote onboarding?

Some banks permit remote onboarding; others require in-person verification. We align expectations and prepare the file.

How does Damalion help?

Damalion facilitates scoping, document drafting coordination, KRS/NIP/REGON/CRBR sequence, bank onboarding and accounting set-up alongside your advisors.