Company Formation in Poland in 2026: a sp. z o.o. for Foreign Founders
How a foreign founder forms a Polish sp. z o.o.: PLN 5,000 capital, KRS fee PLN 500 or 250, CRBR within 14 days, CIT 19/9%, VAT 23%, reporting and residence.
A foreign founder can form a Polish sp. z o.o. (spółka z ograniczoną odpowiedzialnością, a limited liability company) without holding Polish residence. Minimum share capital is PLN 5,000, the company is entered in the National Court Register (KRS) through a notary or the S24 online system, and its beneficial owners must be filed in CRBR within 14 days of the entry. Corporate income tax is 19%, or 9% for small taxpayers, and the standard VAT rate is 23%. The company gives its owner no right to live in Poland: residence is a separate procedure before the voivode.
Last verified 9 October 2026 against statute texts on api.sejm.gov.pl, the biznes.gov.pl portal and the Ministry of Finance and Ministry of Justice pages on gov.pl and podatki.gov.pl. Our own fees and turnaround are excluded because they depend on the scope of work.
Forming a company in Poland? INNOVA coordinates the sp. z o.o. incorporation, the CRBR filing, the tax model, bookkeeping and a separate review of the founder's residence options. Request a tailored proposal for Poland.
Who may form a Polish company
The Act of 6 March 2018 on the participation of foreign entrepreneurs splits foreign persons into two groups. EU citizens, and foreigners holding permanent residence, EU long-term resident status, the Pole's Card, temporary protection and several other statuses, do business on the same terms as Polish citizens. Everyone else may, under art. 4(3), form, join and buy shares only in a sp.k., S.K.A., sp. z o.o. or S.A. Sole proprietorship (JDG) and the general partnership are closed to them. Statute text, Journal of Laws 2018 item 649.
For a founder based abroad, the working vehicle is therefore almost always the sp. z o.o.
| Item | Rule | Source |
|---|---|---|
| Founders | One or more individuals or legal entities | biznes.gov.pl |
| Minimum share capital | PLN 5,000, nominal value per share from PLN 50 | biznes.gov.pl |
| KRS court fee | PLN 500 (notarial deed) or PLN 250 (S24) | Ministry of Justice |
| Notice in Monitor Sądowy i Gospodarczy | PLN 100 | biznes.gov.pl |
| Tax numbers | NIP and REGON are assigned with the KRS entry | biznes.gov.pl |
| Beneficial owners | CRBR filing within 14 days of the KRS entry | Ministry of Finance |
PLN 5,000 is the statutory floor. A launch budget also covers court fees, the notary, translations and apostilles for the foreign founder's documents, the registered address, bookkeeping and the bank file.
Notary or S24
The articles of association can be concluded in two ways.
- S24 is the Ministry of Justice online system with a template deed. The application is signed with Profil Zaufany, a qualified electronic signature or a Polish e-ID card, and the KRS fee is lower at PLN 250. A founder without Polish electronic identification usually cannot use it in practice.
- A notarial deed allows tailored terms: share transfer rules, board powers, shareholder rights. The KRS fee is PLN 500. A foreign founder signs in person before a notary or through an attorney whose power of attorney is executed under the rules of the issuing country, legalised and translated by a sworn translator.
A corporate founder's documents (a register extract) are filed with an apostille and a sworn Polish translation, as biznes.gov.pl requires for foreign shareholders.
After the KRS entry: first steps
- CRBR. Beneficial-owner information is filed within 14 days of the KRS entry (excluding Saturdays and public holidays) and updated within 14 days of any change. Only a person authorised to represent the company may sign; a power of attorney is not accepted. The penalty reaches PLN 1 million. Ministry of Finance.
- Bank account. The bank decides after reviewing the owners and the business model. The law sets no deadline, so no one can promise an account by a given date. See how to prepare the file: non-resident banking.
- VAT. Whether to register for VAT depends on the transactions and turnover. From 1 January 2026 the turnover exemption applies up to PLN 240,000 a year (art. 113(1) of the VAT Act as amended on 24 June 2025). Whether it fits a given service is checked before the first sale.
- KSeF. The national e-invoicing system has been mandatory since 1 February 2026 for the largest taxpayers and since 1 April 2026 for everyone else.
- Bookkeeping. A sp. z o.o. always keeps full books (księgi rachunkowe).
How a Polish company is taxed in 2026
| Tax | Rate or rule | Source |
|---|---|---|
| CIT, standard rate | 19% | podatki.gov.pl |
| CIT, small taxpayer | 9% with revenue up to EUR 2 million in the tax year; 2026 limit PLN 8,431,000 | same |
| Small-taxpayer status, 2026 | Prior-year revenue including VAT up to PLN 8,517,000 | same |
| Estonian CIT | 10% (small or start-up taxpayer) or 20%, charged when profit is distributed | podatki.gov.pl |
| Dividends, domestic rate | 19% | podatki.gov.pl |
| IP Box | 5% | same |
| VAT, standard rate | 23% | VAT Act |
The 9% rate does not cover capital gains (taxed at 19%) and is unavailable to companies created through a restructuring or an in-kind contribution.
Dividends to an owner in Ukraine
The Poland–Ukraine double tax treaty of 12 January 1993 caps withholding tax at 5% on dividends where the recipient holds at least 25% of the capital and 15% otherwise (art. 10), 10% on interest (art. 11) and 10% on royalties (art. 12). Treaty text, Journal of Laws 1994 No 63 item 269. The company needs the recipient's certificate of tax residence to apply the treaty rate. The owner's obligations in Ukraine (CFC rules, personal income tax) are assessed separately.
The owner's tax residence
An individual becomes Polish tax resident by spending more than 183 days a year in Poland or by moving the centre of vital interests there. Conflicts with another country are resolved under the treaty. powroty.gov.pl. How this works when the company is run from abroad is covered in the tax residency guide.
Annual reporting for a sp. z o.o.
| Obligation | Deadline for a calendar year | Source |
|---|---|---|
| Prepare the financial statements | 3 months after the balance-sheet date (31 March) | biznes.gov.pl |
| Approval by the shareholders' meeting | 6 months (30 June) | same |
| Filing with KRS | 15 days after approval | biznes.gov.pl |
| CIT-8 return | End of the third month of the following year (31 March) | biznes.gov.pl |
| CRBR update | 14 days after a change | Ministry of Finance |
Does a Polish company give its owner residence?
Automatically, no. The temporary residence permit for running a business under art. 142 of the Act on Foreigners is granted by the voivode. The company must show income for the previous tax year of at least 12 average monthly salaries, or 2 employees on permanent full-time contracts for at least a year before the application. The permit lasts up to 3 years. Since 27 April 2026 applications are filed online only, through the MOS system. Gdańsk Voivode Office, Lower Silesian Voivode Office.
All residence routes for an entrepreneur, plus branches and representative offices, are covered in Entering the Polish market.
What INNOVA organises
- The choice of entity and ownership structure, the articles of association and the KRS entry;
- the CRBR filing and later corporate changes;
- the tax model: CIT at 19% or 9%, Estonian CIT, VAT and KSeF, treaty dividends;
- coordination of bookkeeping and annual reporting;
- the bank file and a separate assessment of the founder's residence.
Scope, fees and schedule are set out in a written proposal after we review the founders, the activity and hiring plans. Discuss your Poland project.
Frequently asked questions
Can a foreigner without Polish residence own 100% of a sp. z o.o.?
Yes. Art. 4(3) of the Act on the participation of foreign entrepreneurs allows a foreign person without Polish status to form a sp. z o.o., S.A., sp.k. or S.K.A. and buy shares in them. The restrictions concern JDG and the general partnership.What are the government fees to register a sp. z o.o.?
The KRS court fee is PLN 500 with a notarial deed or PLN 250 via S24, plus PLN 100 for the MSiG notice. Minimum share capital is PLN 5,000. Sources: Polish Ministry of Justice and biznes.gov.pl, checked 9 October 2026.Does a board member need Polish residence?
Board composition is governed by the Commercial Companies Code and the articles. A board member who intends to live and work in Poland needs an immigration status of their own: a shareholder who sits on the board applies for the business residence permit, and a board member without shares applies for the single permit to stay and work.Who files with CRBR, and can an attorney do it?
A person authorised to represent the company files within 14 days of the KRS entry. A power of attorney is not accepted for this filing. The penalty for failing to file reaches PLN 1 million.Which CIT rate does a new company pay?
The standard rate is 19%. The 9% rate is available to small taxpayers and to companies in their first year of activity with revenue up to EUR 2 million (PLN 8,431,000 in 2026). Estonian CIT at 10% or 20% on distribution is an alternative.Is VAT registration required from day one?
It depends on the transactions. From 1 January 2026 the turnover exemption applies up to PLN 240,000 a year. Whether it fits a given service is checked before the first sale.Does a Polish company give its owner a residence permit?
Registration alone grants no status. The business residence permit under art. 142 requires the company to show income of at least 12 average salaries last year or 2 full-time employees, and the voivode decides.Official sources
- Act on the participation of foreign entrepreneurs, Journal of Laws 2018 item 649
- biznes.gov.pl — sp. z o.o.
- Ministry of Justice — KRS fees
- Ministry of Finance — CRBR
- podatki.gov.pl — CIT rates
- podatki.gov.pl — Estonian CIT
- Poland–Ukraine tax treaty, Journal of Laws 1994 No 63 item 269
- biznes.gov.pl — annual financial statements
This material is for general information only and does not constitute legal or tax advice. Accurate as of the publication date.