Opening a legal entity in Poland: key steps

Entering the Polish market by opening a legal entity is becoming increasingly relevant for entrepreneurs from CIS countries and other regions. Poland offers favorable conditions for doing business: a stable legal system, access to the European Union market, and developed infrastructure. At the same time, the process of registering a company requires a clear understanding of legal, tax, and administrative procedures.

This article discusses the key steps for opening a legal entity in Poland: from choosing the organizational and legal form and preparing founding documents to registration in state registers and registration with tax authorities. Such a step-by-step approach will help minimize risks, reduce the time to launch activities, and ensure compliance with Polish legislation.

Choosing the organizational and legal form and tax regime when registering a company in Poland

At the initial stage, it is important for the entrepreneur to determine whether it will be sole proprietorship (JDG), limited liability company. or, for example, a simple partnership. The key criteria for selection become the degree of personal liability, requirements for authorized capital, planned scale of activities, and potential attraction of investors. For a visual comparison, one can focus on the following aspects:

• Responsibility of participants — personal or limited by contribution/capital.
• Minimum capital — absence of requirements or a fixed amount.
• Flexibility of management — simple decision-making or formalized corporate procedures.
• Reputational effect — perception by partners and banks.

The next step is to determine the optimal tax regime, which in Poland may include general CIT system, simplified taxation or linear PIT for entrepreneurs. It is important to calculate the expected turnover, expense structure, and planned profit in advance to choose a model that minimizes the overall tax burden while complying with legal requirements. Practically, it is worth assessing:

• Tax rates (for example, the reduced CIT rate for small taxpayers).
• The possibility of expense accounting and asset depreciation.
• The future exit of investors and taxation of dividends.
• The potential for international structuring (holdings, royalties, cross-border services).

Requirements for founders regarding share capital and legal address

The composition of founders in Poland is subject to both formal and practical requirements. Both individuals and legal entities are allowed, and it is important to determine the ownership structure in advance to avoid conflicts of interest and decision-making blockages. In practice, investors pay attention to the transparent origin of funds, the presence of business experience among partners, and clear role distribution. It is critically important to correctly formalize ownership shares: they affect the volume of voting rights, the order of profit distribution, and the possibility of attracting additional investors.

• The minimum share capital for a limited liability company (sp. z o.o.) is 5,000 PLN
• The possibility of making contributions in cash and property (in-kind contributions)
• Requirement for a legal address — a valid address in Poland
• Confirmation of the right to use — lease agreement, sublease or owner's consent letter

Step-by-step procedure for registering a legal entity and interacting with Polish authorities

In practice, launching a company begins with preparing founding documents and choosing a form of activity: most often — LLC. or a simple joint-stock company. After determining the charter capital and share structure, the charter is prepared, and the beneficiaries' data is submitted for the register UBO, as well as a package of documents for registration in KRS through the electronic system. At this stage, it is important to agree in advance with the accountant and lawyer on the format of economic activity so that all accompanying applications and codes are ready for the application PKD. Completion of registration in court is accompanied by automatic assignment REGON и NIP, however, for practical work, separate communication with the tax office and bank will be needed.

• Preparation: charter, decision on creation, participant data, choice of PKD
• Digital registration: submission to KRS via eKRS/S24, payment of state duty
• Tax support: application for VAT payer status, choice of tax form
• Communication with authorities: correspondence with Urząd Skarbowy, ZUS, GUS
• Opening an account: confirmation of company data in the bank and setting up e-banking

Practical recommendations for opening a bank account and registering with tax and insurance funds

After registering the company, the next step is to choose a servicing bank and prepare a package of documents. Usually required are: founding documents, extract from KRS or the articles of association (for sole proprietorship – entry in CEIDG), documents confirming the identity of participants and persons entitled to sign, as well as extracts on beneficial owners. It is important to clarify the requirements for substance in advance with the bank. (the presence of a Polish address, phone number, website, business activity), as well as the willingness to open an account for non-residents. When choosing a bank, entrepreneurs usually focus on the level of fees, the availability of online and mobile banking in English or Russian, as well as the speed of application processing.

• Prepare agreed samples of signatures and internal corporate decisions on the appointment of persons authorized to manage the account.
• At the same time, submit applications for registration with Tax Office (tax authorities), ZUS (social security contributions) and, if necessary, to GUS obtain statistical numbers.
• Check the accuracy of NIP, REGON, and bank details in all contracts and invoices.
• Set up an electronic cabinet in the tax office and ZUS for reporting and monitoring contributions.

In conclusion, it can be said

In summary, opening a legal entity in Poland requires careful preparation, understanding of legal requirements, and a balanced choice of organizational and legal form. Consistent adherence to key steps—from defining the business structure and preparing founding documents to registration in the registry and tax authorities—helps minimize risks and shorten the time to launch activities.

Timely consultation with specialized professionals, including legal and tax advisors, helps take into account the specifics of Polish legislation and avoid typical mistakes at the start. With a competent approach, Poland can become a convenient and predictable jurisdiction for the development of both local and international business.