How to set up a sp. z o.o. in Poland: decisions, costs and deadlines

To register a company in Poland as a sp. z o.o. (a Polish limited liability company), you decide on the shareholders, management board, name, address, share capital and business activities, sign the articles of association in the government S24 system or before a notary, file an application for entry in the KRS (the National Court Register), and after the entry make the filings at the tax office and in the CRBR.

When you open a company in Poland through S24, you do not visit a notary, and the application itself is usually examined within 24–72 hours, although the court always decides on the entry. Below we go through every stage in the order you will actually complete them. If you would rather have someone else prepare the documents, see our company registration for PLN 999 net.

What to decide before you register a sp. z o.o.

The application can be completed quickly, but only once the decisions have been made. Any change after the entry means another application and another court fee, so it is worth settling these six points before you log in to the system.

• Shareholders and shares. Decide who joins the company and how many shares each person takes, because votes and profit sharing depend on it. One person can set up the company, but a sole shareholder is insured with ZUS like a business owner, with no start-up relief. With a job paying at least the minimum wage, pension and disability contributions come from the job, and from the company usually only the health contribution. A company also cannot be formed solely by another single-member sp. z o.o.
• Management board. One person is enough, and they may or may not be a shareholder. The board runs the company and is liable for it in certain situations, so choose someone who will actually handle it.
• Name. It must include the words “spółka z ograniczoną odpowiedzialnością” or “sp. z o.o.” and be distinguishable from other businesses. Check it in the KRS search engine, bearing in mind that companies still being registered do not appear there.
• Registered office address. You can give your own address or the address of a virtual office. The registered office, meaning the town, determines the registry court, and the address determines the company’s tax office.
• Share capital. The minimum is PLN 5,000, and a single share is worth at least PLN 50. With 100 shares of PLN 50 each, two equal shareholders take 50 shares each. We explain more in our guide to share capital.
• Business activities. The articles list PKD codes, which are numbers from the Polish classification of business activities describing what the company does. You state a main code and additional codes. Details are in our article on PKD codes in a company.

Registering a company in S24 or with a notary

There are two routes. In S24 you sign the articles online using the template available in the system. With a notary, the articles are drawn up as a notarial deed and can contain your own provisions. If the standard articles are enough for you and the shareholders contribute cash, S24 is cheaper and needs no meeting.

You can read the template articles before you start. It is worth doing, because you cannot add your own rules to it later, such as special conditions for selling shares. If you need them, choose a notary. See also our article on what the articles of association contain.

How to register a sp. z o.o. in S24 step by step

This section shows the whole process. We describe registering a company in S24 screen by screen in a separate guide.

1. Each shareholder creates an S24 account

The account is personal, so three shareholders need three accounts. It is separate from the Trusted Profile (Profil Zaufany) and has its own password, so changing the password in one does not change it in the other.

2. Prepare your signature

Documents are signed with the Trusted Profile or a qualified electronic signature. The Trusted Profile requires a PESEL number, so a person without a PESEL needs a qualified signature, which you buy from a certified provider. Every Trusted Profile signature is confirmed separately with an SMS code, and there are several documents, so keep your phone at hand.

3. Complete the articles of association

You enter the name, registered office, PKD codes, capital, shareholders and management board. The form suggests addresses, but in September 2026 its filter did not handle Polish letters well. If S24 cannot find Złota Street, type just a fragment without Polish characters, such as “ota”, and pick the right entry from the list.

4. File the KRS application and pay for it

Once the articles are signed, you prepare the application for entry, and the applicant is the company. The court fee is PLN 250 and you pay it in the system. If a shareholder is another company, also give its REGON number in the application. The system does not make this field mandatory, and for one of the companies set up in our group, the missing number led to the application being returned.

5. Wait for the KRS entry

The application goes to the registry court competent for the company’s registered office. It is usually examined within 24–72 hours of filing the signed application. That is a typical time, not a deadline anyone can promise, because the court decides. With several shareholders, the application waits for the last signature, so ask everyone to create their accounts in advance.

How much does it cost to register a company in Poland

With PLN 5,000 of capital, registering a company yourself in S24 costs PLN 274. That is PLN 250 of court fee and PLN 24 of PCC, the Polish civil law transactions tax charged on the articles of association. PCC is 0.5% of the capital reduced by items including the court fee: 0.5% of PLN 4,750 gives PLN 23.75, rounded to PLN 24.

The registration costs are not everything, because the PLN 5,000 of capital has to be paid in, and the company then keeps full accounting records. We break down every item in our article on the cost of registering a company.

When to pay in the share capital

In S24, capital is contributed in cash only, no later than 7 days after the company is entered in the KRS. You can attach the management board’s statement that the contributions have been paid to the application if the capital is already paid in, or file it within 7 days of the KRS entry. All board members sign it and are responsible for its accuracy, so sign it only after the payment. The simplest way is a bank transfer, because the transfer confirmation documents the payment.

What to do after the KRS entry

The KRS entry does not end the formalities. The company has deadlines at the tax office and in the CRBR, and the first of them starts running even before the court decides. We give the full list in our guide to obligations after registering a company.

A sp. z o.o. keeps full accounting records and issues invoices in KSeF, the Polish national e-invoicing system. If you do not have an accountant yet, the company’s accounting can be handled by VKSIĘGOWOŚĆ, the accounting firm of our group.

Register a new company or buy a ready-made one

A new company has no history and starts its VAT and EU VAT registration from scratch. A ready-made company is already entered in the KRS, has EU VAT and has not traded. You buy its shares, and in the same application you change the name, address and PKD codes. This makes sense when the date of the KRS entry matters to you or you do not want to go through the filings yourself. If, on the other hand, you want to set up your own shareholders and share split in a new company from day one, registration is enough. We discuss the differences in what a ready-made company is, and the current list is on our ready-made companies page.