1. Agree the ownership and operating model
Decide who will hold shares, what each shareholder contributes, who manages the company and which decisions require shareholder approval. Consider financing, transfer restrictions and exit arrangements before choosing standard or bespoke articles.
2. Choose S24 or a notarial incorporation
S24 uses a statutory online template and is suited to simpler cash-funded structures. Bespoke articles signed before a notary provide greater flexibility for governance, contributions and investor requirements.
3. Appoint the management board and fund the company
How the issue appears in practice
Hypothetical example: registered but unable to operate
Foreign founders receive a KRS number quickly but have not planned bank onboarding, beneficial-owner information, accounting or signatory access. The company exists, but its first contracts and payments are delayed.
4. Register the company in the KRS
Submit the application and required documents through the appropriate electronic system. The company acquires full legal personality on KRS registration, although a company in organisation exists after the articles are concluded.
5. Complete the post-registration work
Arrange tax and supplementary registry information, accounting, beneficial-owner reporting, a bank account, the share register, corporate records and contracts required to begin operating. Check whether licences or VAT registration are needed.
Legal basis
- Polish Commercial Companies Code of 15 September 2000
- Polish Civil Code of 23 April 1964
- Polish National Court Register Act of 20 August 1997
- Polish Entrepreneurs' Law of 6 March 2018
- Polish Act of 6 March 2018 on participation of foreign entrepreneurs and other foreign persons in economic activity in Poland
This article provides general information and does not constitute legal advice for a specific matter. The appropriate solution depends on the facts, documents and business objective.
Summary
The efficient route is to decide the shareholder and governance model first, then coordinate incorporation, registration and post-KRS implementation as one project.