Starting a Business in Poland: Basics for Foreigners
Poland offers a stable economic environment for foreign entrepreneurs, but the pathway to opening a business differs significantly based on citizenship and residence status. As of 2026, the process is highly digitalized, with the majority of company registrations occurring through the S24 online portal. This guide outlines the available legal structures, capital requirements, and administrative steps for starting a business.
Choosing the Legal Form: Eligibility Rules
The most critical first step is determining which legal form you are eligible to establish. Polish law restricts the "Sole Proprietorship" model to specific groups of foreigners.
1. Sole Proprietorship (Jednoosobowa Działalność Gospodarcza - JDG)
This is the simplest form of business, registered in the CEIDG database. It has no minimum capital requirement, but the owner bears unlimited liability.
Who is eligible?
- Citizens of the EU, EFTA (Norway, Iceland, Liechtenstein), and Switzerland.
- Citizens of the USA (under bilateral treaties).
- Foreigners holding specific residence titles, such as:
- Permanent Residence Permit.
- Long-term EU Resident Permit.
- Refugee status or Subsidiary Protection.
- A valid "Poland. Business Harbour" visa (Note: Program suspended in 2024; only valid for existing holders).
- Holders of a valid "Pole's Card" (Karta Polaka).
Note: A standard "Temporary Residence Permit" does not automatically grant the right to open a JDG unless it is specifically issued for that purpose (which is rare for first-time applicants) or based on marriage to a Polish citizen.
2. Limited Liability Company (Spółka z o.o.)
This is the most common entity for foreigners who do not qualify for a JDG. It is a separate legal personality, meaning shareholders are not personally liable for company debts.
Who is eligible?
- Any foreigner, regardless of citizenship or visa status, can be a shareholder in a Sp. z o.o.
- You do not need to reside in Poland to register the company, although managing it effectively usually requires a presence or a local representative.
The "Sp. z o.o." Registration Process (S24 System)
The vast majority of limited liability companies are registered electronically via the S24 portal managed by the Ministry of Justice. This method is faster and cheaper than the traditional Notary route but requires using a standard Articles of Association template.
Step-by-Step Procedure:
- E-Signature: Every shareholder and board member must have a Qualified Electronic Signature (valid in the EU) or a Polish "Trusted Profile" (Profil Zaufany).
- Drafting: Users log into S24, fill out the standard Articles of Association, and define the share capital structure.
- Signing: All documents are signed electronically within the system.
- Payment: Court and publication fees are paid online.
- Submission: The application is sent to the National Court Register (KRS). Registration typically takes 1 to 7 business days.
Costs and Capital Requirements (2026)
Starting a company involves initial government fees and mandatory capital contributions. The following costs are estimated for the S24 online path.
| Item | Cost (PLN) | Cost (USD - Jan 12, 2026) |
|---|---|---|
| Minimum Share Capital | 5,000 PLN | ~$1,262 USD |
| Court Registration Fee (KRS) | 250 PLN | ~$63 USD |
| Announcement Fee (MSiG) | 100 PLN | ~$25 USD |
| PCC Tax (Civil Law Transactions) | 0.5% of Share Capital (min. 25 PLN) | ~$6 USD |
| Total Administrative Cost | ~375 PLN (+ Capital) | ~$95 USD (+ Capital) |
Note: Registration via a Notary (traditional method) is significantly more expensive, with notary fees starting around 600 PLN ($151 USD) plus higher court fees.
Administrative Obligations
Once the company is registered in the KRS, several automatic and manual steps follow:
- NIP & REGON: The Tax Identification Number (NIP) and Statistical Number (REGON) are assigned automatically within a few days of registration.
- CRBR: You must register the Ultimate Beneficial Owner(s) in the Central Register of Beneficial Owners within 14 days of incorporation. Failure to do so carries heavy fines.
- VAT Registration: If you plan to trade goods or exceed 200,000 PLN in sales, you must register for VAT (Form VAT-R) and appear on the "White List" of VAT payers.
- PCC-3 Declaration: You must file a declaration for the tax on civil law transactions (the 0.5% capital tax) within 14 days.
Taxes and Social Security (ZUS)
Corporate Income Tax (CIT)
- 9% Rate: For "small taxpayers" (revenue under €2 million/year) and new entities in their first year.
- 19% Rate: Standard corporate tax rate.
The "Single Shareholder" Trap
If a foreigner is the sole shareholder (100% ownership) of a Sp. z o.o., Polish law treats them as a sole proprietor for social security purposes. This means they are personally liable to pay full ZUS contributions (~2,000 PLN / $505 USD per month). To avoid this, investors often register companies with at least two shareholders (e.g., a 90/10 split), which exempts the partners from mandatory ZUS contributions (though health insurance contributions for board members may still apply).
2026 Specifics: Deadlines and E-Invoicing
- Suspended Deadlines: Due to administrative backlogs, statutory deadlines for issuing residence decisions (including those for business purposes) are legally suspended until March 4, 2026. This may delay the process of obtaining a "Business Activity" residence card after company formation.
- KSeF (National e-Invoicing): As of 2026, Poland is in the mandatory rollout phase of the National e-Invoicing System. All B2B invoices must be issued and received via the central government platform (KSeF), replacing traditional PDF or paper invoices.