How to set up a limited liability company in Poland as a foreign founder

Can a foreigner own 100% of a Polish company?

As a general rule, a foreign individual or company may hold all shares in a Polish limited liability company.

A company can have a single shareholder, but a single-member limited liability company cannot be incorporated solely by another single-member limited liability company. This restriction should also be checked when the founder uses a foreign holding vehicle.

Separate restrictions may apply in regulated sectors, transactions involving certain Polish real estate or activities subject to foreign investment control.

Minimum share capital

The minimum share capital of a Polish limited liability company is PLN 5,000. The nominal value of one share cannot be lower than PLN 50.

Share capital should not be confused with the company's operating budget. A business may require substantially more funding for suppliers, employees and initial costs. Additional financing may be provided through an increase of capital, shareholder loans or additional payments if properly reflected in the corporate documents.

S24 or customised articles of association?

The S24 system uses an online standard template. It offers a relatively quick route without executing the articles before a Polish notary, but its flexibility is limited and the initial share capital is covered with cash contributions. All required persons must be able to access the system and use an accepted electronic signature method.

The notarial route allows the articles to be tailored to the founders' arrangements. It is usually preferable where the company has several shareholders, an investor, special voting rules, restrictions on share transfers, vesting arrangements or non-cash contributions.

A foreign founder who cannot attend the notarial meeting may, where appropriate, act through an authorised representative. The power of attorney and foreign corporate documents may require notarisation, an apostille or legalisation and a sworn translation into Polish.

What should be agreed before incorporation?

The founders should agree not only the name and capital, but also the rules for making key decisions.

• the company name, registered office city and business address;
• the scope of activity and relevant PKD 2025 codes;
• the amount of share capital and the number and value of shares;
• the composition and representation rules of the management board;
• restrictions on transferring shares and rules for financing the company;
• the financial year and the method of resolving disputes between shareholders.

Management board and representation

The company must have a management board consisting of one or more members. Polish citizenship or residence is not generally required.

The articles and corporate resolutions should clearly specify how the company is represented. If several board members are appointed, the founders should decide whether each may act independently or whether joint representation is required.

Foreign board members should separately verify immigration and work authorisation requirements. Appointment to the board and registration in KRS do not automatically create a right to reside or work in Poland.

KRS registration and post-registration obligations

The company becomes a legal person upon registration in the National Court Register. Applications are filed electronically through S24 or the Court Registers Portal, depending on the incorporation method. Foreign documents may require certified Polish translations.

After registration, the company may need to open a bank account, file NIP-8 supplementary information, report beneficial owners to the Central Register of Beneficial Owners, activate an electronic delivery address, register for VAT and VAT-EU, grant KSeF authorisations and prepare accounting, employment and data protection documentation.

NIP-8 is generally filed within 21 days after registration or within seven days from commencing activity where the company becomes a social security contribution payer. Beneficial ownership information is generally reported within 14 business days.

Taxation and accounting

A Polish limited liability company is subject to corporate income tax. The standard rate is 19%. A reduced 9% rate may apply to qualifying small taxpayers and companies starting business activity, subject to statutory revenue limits and exclusions.

The company must maintain full accounting records and prepare annual financial statements. Dividends paid to an individual shareholder are generally subject to 19% withholding tax in Poland, although a double taxation treaty may change the final burden.

A sole shareholder of a single-member company may also be subject to Polish social insurance obligations. This issue is frequently overlooked when comparing a one-person company with a sole proprietorship.

Shareholder protection does not eliminate board liability

Shareholders are generally not liable for the company's debts. Their commercial risk is usually limited to their investment and agreed funding obligations.

Management board members are in a different position. They may incur personal liability if enforcement against the company proves ineffective, unless they establish one of the statutory defences. Financial distress and insolvency deadlines should therefore be monitored from the beginning of operations.