Poland company formation for non-residents

Why founders choose Poland

Poland gives you an EU company with lower operating costs than most of Western Europe. It has a large pool of software developers, accountants and logistics staff, and good links to Germany and the Nordics.

The sp. z o.o. is the standard vehicle. It needs only PLN 5,000 of capital and one founder, and shareholders' liability is limited to their contributions.

The 9% CIT rate for small taxpayers is a real advantage for young companies. It applies while revenue stays under €2 million, and it is available in the first tax year too.

Corporate income tax and VAT

The standard CIT rate is 19%. A reduced 9% rate applies to small taxpayers, defined as companies with revenue up to €2 million in the tax year, and to companies in their first tax year. It covers income other than capital gains, which stay at 19%.

The €2 million limit is converted to zloty each year. For 2026, podatki.gov.pl sets the prior-year revenue limit at PLN 8,517,000 and the current-year limit at PLN 8,431,000. Companies created through certain mergers, splits or contributions of a business cannot use 9% at first.

VAT is 23% at the standard rate. Reduced rates exist for some goods and services. If you sell to EU businesses or through marketplaces, you also need registration for intra-EU transactions, which we request with the VAT registration.

Poland also offers an alternative regime often called the Estonian CIT, where tax is paid only when profit is distributed. It has conditions on shareholders and staff, so your specialist checks eligibility (confirm with your specialist).

• Standard CIT: 19%
• Small taxpayer and first-year CIT: 9% (excluding capital gains)
• Small taxpayer limit: €2 million revenue
• VAT: 23% standard

How formation works

There are two routes. The S24 online system uses a template set of articles and lets the registry court decide quickly. Every signer needs a qualified electronic signature or a Polish trusted profile, which many non-residents do not have.

The second route is a notarial deed. You can sign before a Polish notary, before a notary at home with an apostille, or through a notarised power of attorney. This route allows custom articles, which investors often want.

Once the registry court enters the company in the KRS, it receives its KRS, tax (NIP) and statistical (REGON) numbers. We quote 1–2 weeks after KYC approval. The share capital is then paid into the company's account.

Your KRS extract, articles and tax numbers appear in the client portal. The KRS extract is public and can be downloaded free of charge by anyone, including your bank.

Shareholders and management board

An sp. z o.o. can have one shareholder, a person or a company. The only restriction is that another single-member sp. z o.o. cannot be the sole founder.

The management board needs at least one member. There is no nationality or residency rule. Board members sign the annual financial statements and can be personally liable for unpaid tax in some cases, so a Polish accountant should support them from day one.

Board members can sign documents electronically once they hold a qualified electronic signature, which saves courier time for years of annual filings.

KRS and CRBR registers

The National Court Register (KRS) is public and online. Anyone can see the company's address, capital, board members and, for an sp. z o.o., its shareholders.

Beneficial owners are reported to the Central Register of Beneficial Owners (CRBR), run by the Ministry of Finance. The CRBR is searchable free of charge. New companies file within 14 working days of their KRS entry, and changes are reported within 14 working days as well (AML Act, art. 60: 14 days, not counting Saturdays or public holidays).

Poland does not offer private ownership. If privacy matters, a Polish company owned by a holding company still shows the individual beneficial owners in the CRBR.

Accounts, audit and banking

Every sp. z o.o. keeps full accounting books and files annual financial statements with the KRS, plus a CIT return with the tax office. Most small companies use a Polish accounting office for this.

An audit applies only once the company passes the Accounting Act size limits, measured by assets, revenue and average employees. Most new companies stay below them for years (confirm the thresholds with your specialist).

Polish banks and EMIs accept foreign-owned companies, but each runs its own checks and some ask a board member to verify identity in person or by video. We introduce suitable institutions and prepare the application; the bank decides.

Costs, and whether Poland fits

Year 1 costs US$1,299 all-in with OCC, with government fees included. Your quote lists each item before you pay, including the registry filing, registered office and CRBR filing.

From year 2 the renewal is US$520. Monthly bookkeeping, VAT and payroll returns and the annual financial statements are handled by a Polish accounting office and quoted separately, because they depend on your volumes.

Notary and apostille costs outside Poland, the PLN 5,000 share capital and bank fees sit outside the package. We list them for you before you sign.

Poland fits businesses that will operate there, with staff, a warehouse or clients in Central Europe, and founders who want the 9% rate while revenue is under €2 million.

It fits less well when privacy is a priority, because both the KRS and the CRBR are public, or when you want a holding company with no Polish activity.

Tax residence follows where the company is managed as well as where it is registered. If the board works from another country, plan how decisions are taken (confirm with your specialist). Your specialist can also compare Poland with Lithuania or Bulgaria before you pay.