Introduction
Poland, with its fastest growing economy in Europe within the last 30-years period, still attracts foreign investments from variety of sectors, including automotive industry, energy, retail or high-tech IT start-ups. The most attractive (and popular) way to enter Polish market, is by registering a limited liability company (LLC) in Poland. Here you can find a comprehensive, step-by-step guide how to set up such company, along with our Law Firm’s offer in this respect.
What is a limited liability company (LLC) in Poland and why it is a good choice for foreign investors?
A limited liability company (spółka z ograniczoną odpowiedzialnością) is a capital company, being a Polish equivalent of GmbH (Gesellschaft mit beschränkter Haftung) in Germany, SALR (société à responsabilité limitée) in France or BV (besloten vennootschap) in the Netherlands.
It is also the most popular legal form of conducting business activities in Poland (save for sole proprietorships). At the beggining of the year 2025, the number of limited liability companies exceeded over 600.000, according to the Polish Central Statistical Office (Główny Urząd Statystyczny). The undiminished popularity of this legal form results from the favorable balance of advantages and disadvantages of the limited liability company.
If you would like to know why setting up an LLC in Poland may be a good choice for you, consider watching my YouTube video:
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Setting up a limited liability company in Poland
There are two ways to register a Polish limited liability company:
1) The traditional way, which requires drawing up articles of association in the form of notarial deed by a Polish notary public.
2) The electronic way, which may be an option if all of the shareholders (or their respective representatives) have already acquired a Polish personal identification number (PESEL), which rarely is the case for foreign investors not residing in Poland.
Therefore, for practical reasons, below we describe the traditional way of registering an LLC in Poland.
Granting power of attorney (notarial deed form) in your country of residence
First, all of the future shareholders of an LLC need to grant power(s) of attorney to a Polish lawyer, in the form of a notarial deed drawn-up in their country of residence (or any country for that sake). This power of attorney shall authorize a Polish lawyer to draw-up articles of association, a key document required to set-up a company. The power of attorney, depending on the jurisdiction, will be then legalized or apostilled to be used in Poland. It will also have to be translated by a sworn translator to Polish language.
This step may be skipped if you want to visit Poland and come to a Polish notarial office personally. However, if you do not speak Polish, a sworn translator present at the office will be required in such situation.
Drawing-up articles of association
The next step is concluding articles of association at the notarial office (by an attorney who has been granted power(s) of attorney by future shareholder(s) of an LLC or by the shareholders themselves).
The company’s articles of association are usually prepared (drafted) by the shareholders’ lawyer(s), in order to meet their needs, regarding, among others, issues such as:
1) company’s name and legal office,
2) company’s scope of business activities,
3) distribution of shares, profits and losses among the shareholders,
4) share capital (minimum 5000 PLN, i.e. about 1200 EUR),
5) shareholders’ contributions,
6) rules of representation of an LLC,
7) corporate governance rules.
Besides articles of association, shareholders may also decide whether they would like to conclude, additionally, a shareholders’ agreement, which may be important, e.g. to safeguard minority shareholders’ interests and allow them to sell their shares to a majority shareholder, following the procedure prescribed in SHA, or to regulate shareholders’ relations in almost any way that would be fit for their business scheme, within a scope not allowed by articles of association.
Additionally, SHA may be a fully confidential document, contrary to articles of association, which are accessible to everyone, via the Polish Court Register’s Portal (Portal Rejestrów Sądowych).
Application to the Registry Court
After drawing up articles of association, a company files application for its registration in the National Court Register (Krajowy Rejestr Sądowy). An application is filed to a registry court having jurisdiction over the company’s legal office (for example – Regional Court in Warsaw for a company with its legal office in Warsaw).
The application shall include, among other things, the following attachments:
1) company’s articles of association,
2) statement of the management board on the coverage of the company’s share capital,
3) list of shareholders, along with necessary documentation such as certificates of good standing or excerpts from proper register of companies (if shareholder is a foreign company),
4) list of persons authorized to represent a company,
5) declaration on foreign status of a company (a company owned by a majority of foreign nationals is considered to have a foreign status),
6) payment confirmation for filing an application (600 PLN, which is about 140 EUR).
Usually, after about 2-3 weeks, the company shall be registered (in some rare cases it may take up to 2 months).
But there are still few things to get the business going.
After company’s registration – next steps
Having registered your LLC in Poland, you will have to file a few more documents to get your business to a fully operational state, i.e.:
1) VAT (including VAT-EU) registration form and tax identification form NIP-8, filed at the tax office,
2) Real Beneficiary Owners application, which can be filed online and needs to be signed by a qualified electronic signature (QES),
3) Application to grant personal identification number (PESEL) to members of the LLC’s management board, filed at the Municipality Office (optionally).
Summary – costs, time and our offer for legal services
The costs of registration of an LLC in Poland are following:
1) registration court fees: 600 PLN (617 PLN if a company is represented by an attorney),
2) notarial deed costs – depending on the company’s share capital, starting at around 200 PLN),
3) law firm’s legal services – 5000-10.000 PLN (drawing-up draft of articles of association, representation of shareholders at the notary public, filing application for company’s registration, coordination of the whole process, as well as assistance with steps after company’s registration).
To sum things up, the overall costs are ranging from 5800 to 10.800 PLN (or 1350 to 2500 EUR) The whole procedure (from first contact with the Law Firm to getting your company to a fully operational state usually takes about 2 months.