The Location:

The Republic of Poland is located in Central Europe; bordered by Germany to the west; the Czech Republic and Slovakia to the south; Ukraine and Belarus to the east and, Lithuania and the Russian exclave of Kaliningrad to the north. The capital is Warsaw; the official language is Polish, and the currency is Polish Zloty (PLN). Poland is a member of: the European Union (EU); the Schengen Area; the World Trade Organiszation (WTO); the General Agreement on Tariffs and Trade (GATT); the United Nations (UN), and the Council of Europe (COE), among others.


Key Benefits & Features of Company Formation:

  • There are five main company formation options: Joint Stock Company (SA); Limited Liability Company (Sp. z.o.o); Limited Partnership; Limited Joint Stock Partnership; and General Partnership (Registered Partnership).
  • Foreign investors also have the option to set up a Sole Trader, a Branch, or a Subsidiary.
  • Procedure for registration can generally be completed within one month – depending on type of company.

Joint Stock Company (SA)

  • A preferred option for larger companies.
  • Requires a minimum share capital of PLN 100,000- 25% of this amount is required to be paid-up at the time of the incorporation. 
  • There can be more than one founder.
  • Shareholders are only liable to the extent of their capital contribution. 
  • Companies can be listed on any Stock Exchange, with a required nominal value of PLN 0.01 per share. 
  • Requires an Executive Board and a Supervisory Board Company has unlimited liability.

Limited Liability Company (sp. z o.o.)

  • Most common type of commercial company.
  • Requires a minimum share capital of PLN 5,000, with the nominal value of no lower than PLN 50 per share, which can be freely traded on the market.
  • Must be founded by at least one member.
  • Preferred option due to the limited liability of its members.
  • Short incorporation time-frame
  • Requires an Executive Board
  • When the company has an initial capital of more than PLN 500,000 and more than 25 Shareholders, a Supervisory Board is compulsory.
  • Is required to pay the corporate income tax and VAT.

Limited Partnership (sp.k)

  • Commercial partnership that is suitable for a business of any scale. 
  • No minimum share capital requirements.
  • Must have two founders; natural persons or corporate body.
  • Two types of partners: a general one with unlimited liability, and a limited partner that is liable only for a specific amount, as detailed in the Articles of Association. 

Limited Joint Stock Partnership (S.K.A.)

  • Required minimum share capital is PLN 50,000, with a minimum nominal value of PLN 0.01 per share. 
  • Requires an ‘active partner’, and a passive partner shareholder (provider of capital).
  • Company does not have a legal personality, but does have legal and judicial capacity.
  • Required to pay VAT.
  • General partner has unlimited responsibility for the partnership's obligations.
  • Shareholders are not liable for its obligations.

General Partnership (Registered Partnership) (sp.j.)

  • A preferred option for smaller companies.
  • No minimum capital requirement.
  • Requires at least two entities or partners; natural persons or corporate body.
  • Partners are fully liable for their obligations up to the full value of their assets. 
  • Does not have a legal personality but has legal and judicial capacity. 
  • Required to pay VAT.
  • Individual partners are required to pay income or corporate tax (dependant on partner's legal status).


Additional Information:

  • All companies must be registered at the National Court Register (KRS). 
  • Most business entities require a document that proves the incorporation of the company. 
  • Notarial deed required for incorporation of joint-stock companies, limited liability companies, limited partnerships and limited joint stock partnerships.
  • All companies must be registered at the Social Security Office, and relevant tax authorities.
  • VAT registration required.
  • A separate bank account is required for a company, within which the minimum share capital needs to be deposited.