Poland is a popular base for entrepreneurs entering the European market: it offers access to the EU single market, competitive costs and a largely digital company registration process. The first big decision is the legal form of your business. Here are the four options we are asked about most often.
Limited liability company (sp. z o.o.)
The limited liability company — spółka z ograniczoną odpowiedzialnością — is the most popular choice for foreign founders, and for good reason.
- Minimum share capital: PLN 5,000
- Liability: shareholders are not personally liable for the company's debts (management board members can be liable in specific situations — for example, if a bankruptcy petition is not filed on time)
- Registration: online through the S24 system using standard articles of association, or with articles signed before a notary
- Open to foreigners: yes — non-EU citizens can be shareholders and board members
It suits most small and medium-sized businesses, trading companies, service providers and startups.
Joint-stock company (S.A.)
The joint-stock company — spółka akcyjna — is designed for larger ventures.
- Minimum share capital: PLN 100,000
- Governance: a management board and a mandatory supervisory board
- Formation: articles of association in the form of a notarial deed
It suits businesses that expect substantial investment, many shareholders or a future stock exchange listing. For smaller, investor-backed startups, the simple joint-stock company (P.S.A.) — available since 2021 with a minimum capital of just PLN 1 — is worth considering too.
European Company (SE)
The Societas Europaea is a public limited company governed by EU law.
- Minimum subscribed capital: EUR 120,000
- Formation: only by existing companies from different EU member states — for example through a cross-border merger, a holding company or a joint subsidiary
- Key advantage: a single corporate form for groups operating in several EU countries, with the option of moving the registered office within the EU
It suits established international groups rather than first-time founders.
Sole proprietorship (JDG)
A sole proprietorship — jednoosobowa działalność gospodarcza — is the simplest form of business in Poland.
- Capital: none required
- Liability: unlimited — you are personally liable with all your assets
- Registration: online and free of charge in the CEIDG register
There is an important catch for foreigners: only non-EU nationals with certain residence statuses — such as permanent residence or EU long-term resident status — can register a sole proprietorship. Most other non-EU founders set up a limited liability company instead.
Comparison at a glance
| sp. z o.o. | S.A. | SE | JDG | |
|---|---|---|---|---|
| Minimum capital | PLN 5,000 | PLN 100,000 | EUR 120,000 | None |
| Personal liability | Limited | Limited | Limited | Unlimited |
| Accounting | Full books | Full books | Full books | Simplified options available |
| Typical founder | SMEs and startups | Large ventures | International groups | Freelancers and small traders |
Setting up a limited liability company, step by step
- Choose a name and the business activity codes (PKD) that describe what you will do.
- Secure a registered office address — a virtual office is acceptable for many businesses.
- Sign the articles of association, online through S24 or before a notary.
- Register in the National Court Register (KRS). All filings are electronic, and the tax (NIP) and statistical (REGON) numbers are assigned automatically.
- Report the beneficial owners to the Central Register of Beneficial Owners (CRBR) within 14 days of registration.
- Register for VAT if your activity requires it, and open a business bank account.
- Prepare for invoicing and accounting. Companies keep full accounting books, and structured e-invoicing through KSeF is now mandatory — see our article on KSeF e-invoicing.
A note on taxes
Polish companies pay corporate income tax (CIT) at a standard rate of 19%, or 9% for small taxpayers with annual revenue of up to EUR 2 million. Dividends paid to shareholders are generally taxed at 19%. Some companies can opt for the so-called Estonian CIT, under which tax is due only when profits are distributed. The right setup depends on your plans, so it is worth taking advice before you register.
Register your company with EU Prime Serwis
Our team and lawyers guide foreign founders through company registration in Poland — from choosing the legal form to registration and the first compliance steps. Visit our company registration page or book a consultation.