Both Polish citizens and foreigners can establish a company in Poland. The status of a foreigner is not critical in this case. Unlike sole proprietorships, which are not available to all foreigners, a legal entity (Sp. z o.o.) can be opened by anyone with a biometric passport, visa, or residence permit. Additionally, foreigners can open a company remotely without traveling to Poland.
The full name of the legal form: SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ (Limited Liability Company)

How to Open a Company (Legal Entity, SPÓŁKA Z O.O., LTD)

There are several ways to establish a company in Poland: remotely or physically, through the S24 online system or with a notary. Our experts are proficient in all methods of company formation, so by contacting our organization, you will receive comprehensive services.
Registration via the S24 SystemThis process is conducted through the website ekrs.ms.gov.pl. It is a fast and convenient method, allowing companies to be registered within 3–5 days, sometimes extending to 2–3 weeks. Our legal firm holds a record of registering a company within 5 hours, achieved through meticulous effort after electronically submitting the documents to S24.To register a company via S24, founders must have electronic signatures (keys) enabling them to sign documents digitally.
Types of electronic signatures:

1. Profil Zaufany (EPUAP) — Government-issued signature.
2. Podpis kwalifikowany — an electronic signature from a commercial organization that confirms your identity and issues a signature key, which can be used to verify identity and sign documents.

Registering a company through S24 has both advantages and disadvantages. Key points:

● Speed of opening a company
● Cost of the service
● Ability to quickly change company data (change the Director, modify activity codes (PKD, KVED), change the address, etc.)
● No possibility to go beyond the basic documents. It is impossible to specify individual conditions for the company's operations, representation of interests, etc.
● Limitations in company registration if the founder is a legal entity

Company registration through a notary is the right decision when serious contractual relationships are involved with properly and individually drafted terms. The founders have the opportunity to include any provisions in the founding documents that do not contradict current legislation. Despite the company's registration with a notary in paper form, the documents are sent to the KRS Court after registration with the notary. 
Main pros and cons of company registration via a notary:

● Individual founding documents
● Consultation with a notary
● The cost of opening is much higher than electronically through S24
● Translator services are mandatory during the meeting with the notary
● The time for opening the company can take 20-50 days

Opening a company through the Internet is a more advantageous solution both in terms of cost and speed. Entrepreneurs often want to open organizations quickly.

Important Details

The company name must be unique. There are cases where registration is rejected if the name matches already registered companies. As part of our collaboration, we always check the name and avoid duplicates to prevent registration refusal. If the client insists, we warn about the risk and proceed with the process. Additionally, intellectual property rights may come into play.
The registered address of the company plays an important role when registering a firm. Depending on the goals and tasks, future owners choose the place of registration. Virtual offices are almost always chosen by companies in eCommerce, construction, transportation, and other sectors.
The types of activities in the Polish classification (PKD) are very similar to the Ukrainian KVED, for example.It is important to carefully select activities because if the company wants to expand into a new area, the activity must be added to the KRS. This involves financial costs. There are no limits on the number of added codes.
The share capital in the company is formed during the company opening.The minimum amount is 5,000 zlotys. An important detail is that you do not have to physically deposit money. Share capital is one of the ways to attract funds to the company during its creation. Additionally, a loan from the founder can be made to finance the company and cover initial expenses.

Main Steps After Company Registration

1. Sign the lease agreementEnsure the company has an address for correspondence to receive letters from clients, the tax office, and other authorities.
2. Send information to the CRBR registryThe Beneficial Owners registry is an important part after the company is opened. According to the law, failure to register in the CRBR registry can result in a fine of up to 1,000,000 zlotys.
3. Open a bank accountIn the 21st century, a company cannot function without a bank account. Terms, promotions, and special offers in banks change regularly. We will advise on the bank with the best conditions and practices at the time of account opening.
4. Sign a contract with an accountantThe most important stage is choosing an accounting service that will assist with various issues, from VAT payments to hiring employees and sending annual reports.

The accountant also:

● Registers the company in ZUS● Registers the company in the VAT registry● Registers the company with the tax office (Urząd Skarbowy)

Taxation of the Company (Legal Entity, Spółka z o.o., LTD)

Poland is an optimal country for doing business. You should remember that opening a company in Poland gives you access to the entire European Union and the European market with high purchasing power, but also its conservatism. When comparing the procedures for opening a company, obtaining a residence permit, and getting other permits, Poland is undoubtedly one of the easiest countries. Corporate income tax (CIT) is 9% for small companies with an annual turnover up to 2,000,000 euros. Beyond this threshold, the tax rate increases to 19%.
Regarding VAT (value-added tax) — if the turnover is less than 200,000 zlotys, you are not required to register for VAT. Once the turnover exceeds 200,000 zlotys, you must be VAT-registered, and the cost of your services will increase depending on the rate. The standard rate is 23%, but depending on the activity, the rate may be 0%, 5%, or 8%. For example, the 5% rate applies to citrus fruits, baby products, hygiene products, and some sweets. If your activity is subject to VAT at a 0% rate, but the turnover exceeds 200,000 zlotys, you must be registered in the VAT registry. However, some activities are subject to VAT regardless of turnover, such as the sale of real estate, new cars, computers, motorcycles, legal services, etc.
After opening the company, there is no obligation to hire employees.

Pros of Opening a Legal Entity in Poland:

● Share capital of only 5,000 zlotys
● Relatively inexpensive company registration
● Limited liability for founders
● More presentable than a sole proprietorship
● Some organizations do not work with sole proprietors, only legal entities

Cons of Opening a Company in Poland:

● Complex accounting (reporting, annual reporting)
● Directors' liability
● Double taxation in case of dividend payouts
● Relatively expensive and complicated company closure. Companies are often sold instead.

How Long Does the Entire Procedure Take?

The procedure for opening a legal entity in Poland (Spółka z o.o.) via the S24 system usually takes 3 to 5 business days, or sometimes up to 2-3 weeks. In some cases, the company can be opened in one day. Registration through a notary can take longer — from 20 to 50 days.