Company formation in Poland
A foreign founder can form a Polish sp. z o.o. without Polish residence: PLN 5,000 share capital, a KRS entry, and a beneficial-owner filing in CRBR within 14 days. INNOVA coordinates the incorporation, the choice between a subsidiary, branch and representative office, tax and reporting. Founder residence is assessed separately because a company does not grant it.
- Entity
- sp. z o.o.
- Min. capital
- PLN 5,000
- CIT
- 19% / 9%
- VAT
- 23%
- Residence
- Separate process
Services in Poland
The structure follows the business: who the owners are and where they live, what the company will do, whether it sells to Polish clients from day one or starts with promotion, and which tax regime works over a three-year horizon.
sp. z o.o. incorporation
Ownership structure, articles of association, notarial or S24 route, KRS entry, NIP and REGON numbers.
Describe your case →Subsidiary, branch or representative office
The three forms of presence under the Foreign Entrepreneurs Act compared: what each may do and what the parent company must provide.
Describe your case →Beneficial owners and company changes
CRBR filing within the 14-day window, changes of management board members, shareholders and registered office in KRS.
Describe your case →Tax and VAT
CIT at 19% or 9%, Estonian CIT, VAT registration and KSeF, dividends to Ukrainian owners under the 1993 treaty.
Describe your case →Accounting and reporting
Full books, annual financial statements filed with KRS, CIT-8 and monthly returns, coordinated with the bookkeeper of record.
Describe your case →Founder residence
A separate eligibility review: business residence under art. 142, EU Blue Card, CUKR for Ukrainian nationals. Incorporation grants no status.
Describe your case →Poland by the statute
Rates, fees and deadlines below are Polish legal rules from official sources. Our own fees are excluded: they depend on the scope and appear in a written proposal.
| Item | Rule as of October 2026 | Source |
|---|---|---|
| Form open to foreigners | sp. z o.o.; without Polish residence also sp.k., S.K.A. and S.A. (art. 4(3)) | Act of 6 March 2018, Journal of Laws 2018 item 649 |
| Minimum share capital | PLN 5,000; nominal value per share from PLN 50 | biznes.gov.pl |
| KRS court fee | PLN 500 with a notarial deed, PLN 250 via S24; plus PLN 100 for the MSiG notice | Polish Ministry of Justice |
| Beneficial owners (CRBR) | Within 14 days of the KRS entry; filed by a person authorised to represent the company, no power of attorney | Polish Ministry of Finance |
| Corporate income tax | 19%; 9% for small taxpayers with revenue up to EUR 2 million (2026 limit PLN 8,431,000) | podatki.gov.pl |
| Estonian CIT | 10% or 20%, charged when profit is distributed | podatki.gov.pl |
| Dividends to Ukraine (1993 treaty) | 5% with a holding of 25% or more, otherwise 15%; interest 10%, royalties 10% | Treaty text, Journal of Laws 1994 No 63 item 269 |
| Annual reporting | Statements prepared within 3 months, approved within 6, filed with KRS within 15 days; CIT-8 by 31 March | biznes.gov.pl |
| Business residence (art. 142) | Voivode's decision; company income last year of at least 12 average monthly salaries or 2 full-time employees for at least a year; up to 3 years | Gdańsk Voivode Office |
| Residence applications | Online only via MOS since 27 April 2026 | Lower Silesian Voivode Office |
Checked 9 October 2026.
How incorporation works
Form and participants
Subsidiary sp. z o.o., branch or representative office. We review shareholders, board members, the activity and any licensing requirements.
Notary or S24
S24 requires Polish electronic identification (Profil Zaufany, a qualified signature or an e-ID card). Founders abroad usually take the notarial route.
KRS, NIP, REGON, CRBR
NIP and REGON are assigned with the KRS entry. The company then has 14 days to file its beneficial owners in CRBR, signed by its own representative.
Bank, VAT, books
Bank onboarding file, VAT and KSeF decision, bookkeeping engagement. Account opening is the bank's decision after its review, so we never promise it.
The annual cycle
Financial statements by 31 March, approval by 30 June, KRS filing within 15 days, CIT-8 by 31 March. Beneficial-owner changes go to CRBR within 14 days.
Residence on its own track
If the owner relocates, the grounds are assessed in parallel: business residence under art. 142, the EU Blue Card or CUKR. Applications go through MOS.
Company and residence are separate procedures
Registering a sp. z o.o. gives the owner no right to live in Poland. The business residence permit under art. 142 of the Act on Foreigners is granted by the voivode when the company earned at least 12 average monthly salaries last year or has 2 full-time employees of at least a year. Other routes depend on the profile: the EU Blue Card at a salary from PLN 13,355.34 gross per month (2026), and for Ukrainian nationals the 3-year CUKR card (applications 4 May 2026 to 4 March 2027). Poland has no golden visa, digital nomad visa or passive-income visa.
How to form a sp. z o.o. in Poland
Founders, capital, KRS and S24, CRBR, tax and annual reporting.
Read →Subsidiary, branch or representative office
What the law allows each form, and the residence routes open to an entrepreneur.
Read →The owner's tax residency
Where an owner who runs the company from another country pays tax.
Read →Frequently asked questions
Yes. Under art. 4(3) of the Act on the Participation of Foreign Entrepreneurs, a foreign person without Polish status may form, join or buy shares in a sp. z o.o., S.A., sp.k. or S.K.A. Sole proprietorship (JDG) and the general partnership are closed to them.
The KRS court fee is PLN 500 with a notarial deed or PLN 250 through the S24 system, plus PLN 100 for the notice in Monitor Sądowy i Gospodarczy (Polish Ministry of Justice and biznes.gov.pl, checked 9 October 2026). Minimum share capital is PLN 5,000. Our fees are quoted individually.
By itself, no. The temporary residence permit for running a business (art. 142 of the Act on Foreigners) is granted by the voivode when the company earned at least 12 average monthly salaries last year or has employed 2 full-time staff for at least a year. A newly formed company usually has no such history yet.
A subsidiary sp. z o.o. is a separate legal entity that may carry on any lawful business. A branch (oddział) may only do what the parent does abroad, and companies from outside the EU may open one on a reciprocity basis. A representative office is limited to advertising and promotion, and its register entry lasts 2 years.
CIT is 19%, or 9% for small taxpayers with revenue up to EUR 2 million a year; Estonian CIT at 10% or 20% on distribution is an alternative. The standard VAT rate is 23%. Source: podatki.gov.pl, checked 9 October 2026.
Under the 1993 Poland–Ukraine treaty, 5% with a holding of at least 25% and 15% otherwise, provided a certificate of tax residence is presented. The owner's Ukrainian obligations (CFC rules, personal income tax) are assessed separately.
Poland has no investor residence programme, no digital nomad visa and no passive-income visa. The Poland Business Harbour programme has been suspended since 26 January 2024.
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