Opening a company in Poland is becoming increasingly relevant for both Russian entrepreneurs and international businesses targeting the European market. A stable legal system, access to the EU, a relatively predictable tax environment, and developed infrastructure make Poland an attractive jurisdiction for starting and expanding commercial activities.
This step-by-step guide aims to provide a structured overview of the key stages of company registration in Poland: from choosing the legal form and preparing founding documents to tax registration and opening a bank account. The material is aimed at those planning to move their business to Poland and who need a practical, sequential action algorithm that minimizes risks and time costs at the initial stage.
At the start, it is important to determine which business format best aligns with your goals, scale, and level of personal responsibility. The most popular are: a sole proprietor (JDG), limited liability company (ООО) and less frequently — limited partnership or joint-stock company. When choosing, consider not only the size of the starting capital and the requirements for statutory documents but also the company's image in the eyes of partners, flexibility in attracting investors, and opportunities for subsequent business sale. A practical approach is to determine in advance whether you plan to work alone, with one or two partners, or aim for scaling with external capital involvement.
| Form | Tax base | Typical burden* | Who it suits |
|---|---|---|---|
| Sole Proprietorship | PIT / lump-sum | Low with low revenue | Freelancers, microbusinesses |
| Sp. z o.o. | CIT + dividend tax | Average but manageable | IT, B2B services, exports |
| Limited partnership | CIT + PIT of partners | Above average | Structures with risk and investors |
*Guidelines are provided, not exact rates: the optimal model depends on turnover, expenses, type of activity, and benefits.
The choice of the correct register directly depends on the legal form of the future company: individual entrepreneurs and simple civil partnerships are subject to registration in CEIDG, while sp. z o.o., S.A., sp.k. and other corporate forms are registered in KRS. At the planning stage, it is advisable to prepare a basic package of data for founders, the address of the legal entity, a list of activities according to PKD, and a management structure. For commercial companies, it is especially important to think through the share structure and decision-making process to avoid blockages in the future. It is useful to use a working table to align key parameters between partners and a lawyer:
| Element | Options | Recommendation |
|---|---|---|
| Form | CEIDG / KRS | Compare with risks and scale |
| Capital | Minimum / increased | Build in a buffer for growth |
| Bodies | Sole director / board | Consider control and trust |
The development of the charter and founding documents begins with fixing the business goals and distributing responsibilities among participants. The charter and the partnership agreement should clearly describe: the procedure for making contributions, restrictions on the transfer of shares, rules for exit and exclusion of a participant, as well as mechanisms for dispute resolution. Practically immediately provide for additional provisions:
After registering the company, the next key step is choosing a bank and preparing a package of documents. Typically, it will be necessary to provide founding documents, an extract from KRS or CEIDG, the director's passport, as well as internal corporate resolutions appointing persons authorized to sign. Many banks additionally request a brief business description and turnover forecast to assess the client's risk profile. In practice, it is more convenient to compare the rates and online services of several banks in advance, as well as to clarify whether remote onboarding is possible and the availability of Russian-speaking support.
| Type of funds | Example of supporting document |
|---|---|
| Personal savings of the founder | Bank statements for 6–12 months |
| Income from business abroad | Financial statements, tax returns |
| Sale of assets | Sale and purchase agreement, confirmation of funds received |
| Loans and investments | Loan agreement/investment contract, schedule of receipts |
Polish banks strictly adhere to AML/KYC requirements, so be prepared for detailed questions about the source of funds and the planned turnover of the company. The bank has the right to request proof of the legality of capital both at the account opening stage and later, when increasing transaction volumes or receiving large transfers from abroad. It is important to systematically organize documentation in advance: keep contracts, invoices, tax returns, and statements in a structured manner so that you can quickly provide justification for each significant payment at any time. This will speed up the process, reduce the risk of transaction blocking, and build a reputation as a predictable and transparent client.
At an early stage, it is important to determine who will be responsible for finances: an in-house specialist, an outsourcing firm, or an online service. In Poland, it is popular to collaborate with external accounting companies that take on the preparation of declarations, tax calculations, and consulting on benefits. When choosing a partner, evaluate not only the cost of services but also the availability of professional liability insurance, experience working with foreign founders, and knowledge of your industry specifics. It is useful to request samples of reports, contract templates, and a list of additional paid options to understand the final financial burden.
At the same time, it is necessary to decide on the type of accounting: full accounting or a simplified system (for example, a book of income and expenses), as well as the format for storing primary documents (paper, electronic, or mixed). This affects not only the complexity of reporting but also the procedure for interacting with the tax office and ZUS. To avoid violations, specify in advance in the contract with the accountant:
| Option | Advantages | Cons |
|---|---|---|
| In-house accountant | Control within the company, operational communication | High fixed costs |
| Outsourcing firm | Expertise, flexible pricing, risk insurance | Less control over the process |
| Online service | Low price, automation | Limited consultations in non-standard situations |
In conclusion, we note that opening a company in Poland is a process that requires careful preparation, understanding of legal norms, and consistent execution of all administrative procedures. Strict adherence to the described steps will reduce risks, optimize registration timelines, and lay a solid foundation for further business development.
When making final decisions, it is advisable to rely not only on general information but also on individual consultations with specialized professionals — lawyers, accountants, and tax consultants. This will allow you to adapt the chosen form of activity, tax system, and management structure to the specifics of your project and the requirements of Polish legislation.
Timely planning, proper documentation, and adherence to established procedures significantly increase the chances of a successful entry into the Polish market and sustainable company development in the long term.
