What Do You Need to Set Up an Entity in Poland? 2025

Setting up an entity in Poland has become a strategic priority for mid-market companies expanding across Europe. With its robust legal framework, competitive costs, and position as a Central European hub, Poland offers an attractive alternative to more expensive Western European markets.

But navigating Polish entity formation isn't just about filling out forms. For companies with 200 to 2,000 employees, the decision to establish a Polish entity often signals a shift from contractor arrangements or EOR services to direct employment. Understanding the requirements, costs, and strategic implications can help you make informed decisions about when and how to proceed.

Key Takeaways for Mid-Market Leaders Setting Up in Poland

Setting up a Polish entity involves several key considerations that can significantly impact your expansion strategy:

• Poland LLC (Sp. z o.o.) requirements: Minimum PLN 5,000 share capital, registered office address, and at least one shareholder. This structure aligns well with fast Poland business registration processes for EU operations.

• Timeline expectations: Typical 2-4 weeks from application to operational readiness, including banking setup. This timeline is often faster than many EU peers when documentation is properly prepared.

• Foreign ownership rules: No residency requirements for shareholders, making starting a business in Poland accessible to international companies. However, management board composition and local representation rules require careful attention.

• Cost structure: Registration fees, court costs, notary expenses, legal and accounting services, plus ongoing compliance obligations. These costs should be evaluated against EOR expenses when starting a business in Poland at scale.

• Strategic timing: Companies often graduate from EOR when monthly fees exceed entity setup and maintenance costs, and when they need greater control, employer branding, and EU mobility for their workforce.

Poland functions as an effective Central European hub for companies with 200-2,000 employees scaling across multiple EU markets, offering both cost advantages and operational flexibility.

Legal Structures for Poland Business Registration

When considering company formation in Poland, understanding the available legal structures helps you select the most appropriate option for your business needs.

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

The Sp. z o.o. is the default choice for foreign investors and represents the most practical option for multinational employers. This structure offers limited liability protection, flexible ownership arrangements, and efficient setup processes that work well for pan-EU hiring strategies.

Joint Stock Company (S.A.)

Joint stock companies involve higher capital requirements and more complex governance obligations. They're typically suited for large enterprises, companies seeking financing, or those on pre-IPO paths rather than mid-market operational entities.

Branch Office vs Subsidiary

Branch offices can be established more quickly but expose the parent company to liability. Subsidiaries (typically structured as Sp. z o.o.) provide liability protection and simplify local compliance and financing arrangements.

Partnership Structures

Various partnership forms (sp.k., sp.j.) exist but are rarely ideal for multinational employers due to their tax-transparent nature and governance complexities.

For most mid-market companies, the Sp. z o.o. structure provides the optimal balance of liability protection, operational flexibility, and governance simplicity. This structure positions well against UK Ltd companies and German GmbHs for consistent governance across European entities.

Step by Step Company Formation in Poland

The company registration Poland process follows a structured sequence that can be managed efficiently with proper preparation:

1. Name Reservation (1-2 days) Check availability through CEIDG/KRS databases and reserve your chosen company name. This step should be handled by your legal advisor or can be completed directly by the client.

2. Articles of Association (1-3 days) Draft articles of association in Polish. Standard templates can often be used with the S24 online system, while bespoke articles typically require notarisation. Legal counsel or notary services handle this step.

3. KRS Registration (5-10 business days) File with the National Court Register (KRS), submitting shareholder and board data, share capital proof, and registered office documentation. Legal representatives typically manage this filing process.

4. Tax Registrations (3-5 business days) Obtain NIP and REGON numbers, plus VAT/CIT registrations as applicable. Some registrations can be completed simultaneously through KRS integration. Advisory services usually coordinate these filings.

5. Social Security Registration (1-3 days) Register with ZUS (social security) before your first payroll. HR or payroll specialists typically handle this requirement.

6. Corporate Banking (1-2 weeks) Open a corporate bank account using your KRS extract, articles of association, identification documents, and UBO forms. Finance teams coordinate this process, though it often requires the longest timeline.

7. Operational Setup (parallel process) Prepare for e-invoicing compliance (KSeF), establish accounting systems, and set up payroll processes. Finance and HR teams work on these elements in parallel with other steps.

Required Documents Checklist: • Passports and proof of address for beneficial owners and directors • Articles of association (in Polish) • Share capital confirmation • Registered office agreement • Board resolutions and powers of attorney (with apostille if from non-EU countries) • KRS application forms and UBO register filings

Poland's digital filing system (S24) offers competitive advantages compared to other European jurisdictions, though offline notarisation remains common for customised articles of association.

Capital, Documents and Costs to Register a Poland LLC

Understanding the financial and documentation requirements helps you plan effectively for your Poland llc establishment.

Share Capital Requirements

The minimum share capital for a Sp. z o.o. is PLN 5,000 (approximately £1,000). This capital must be deposited either before or immediately after KRS registration, depending on your chosen approach. Banks typically require confirmation of this deposit.

Essential Documentation

Foreign corporate documents may require apostille or consular legalisation plus sworn translation into Polish. Key documents include:

• Corporate extracts and certificates (apostille required for non-EU entities)

• Powers of attorney and board resolutions (apostille required)

• Identity documents for all beneficial owners and directors

• Proof of registered office address

• Bank statements confirming share capital

Cost Breakdown

Payment Timeline

Name reservation and translation costs are typically paid upfront. Notary and KRS fees are due at filing. Government publication costs are charged after KRS approval. Professional services often require retainers at engagement, with banking and VAT costs arising post-approval.

Total setup costs in Poland compare favourably to Germany and France, with similar cost structures to Czech Republic, though Polish banks may have more stringent scrutiny processes.

Timeline and Government Touchpoints for Company Registration Poland

Realistic timeline planning helps you coordinate your expansion effectively while managing expectations across your organisation.

Pre-Registration Phase (1-2 weeks) Name reservation, document preparation, translations, and apostille processes consume the initial period. Incomplete documentation at this stage often causes the most significant delays later.

KRS Filing and Approval (5-10 business days) Court review periods vary, but the S24 template system can accelerate approval for standard structures. Complex ownership arrangements or non-standard articles may extend this timeline.

Tax Registration (3-5 business days) NIP and REGON registrations can often run parallel to KRS approval. VAT registration may require additional verification, particularly for companies with complex business models.

Banking Setup (1-2 weeks) KYC processes and beneficial ownership verification can extend banking timelines. In-person meetings or qualified electronic signatures may be required depending on the bank's policies.

Potential Delays and Mitigation

Common delay factors include holiday seasons, incomplete apostille or translation documentation, VAT risk assessment reviews, and extended bank compliance queries.

To accelerate the process, consider using S24 templates when acceptable, pre-collecting KYC and beneficial ownership documentation for banking, and preparing VAT substantiation materials including contracts, website information, and lease agreements.

Warning signs of potential delays include multiple bank information requests, VAT desk requests for additional economic substance documentation, and returned KRS filings due to missing attachments.

Poland's registration timeline compares favourably to Southern European countries and aligns with Baltic state timelines when documentation is complete and properly prepared.

Banking, Tax and Social Security Setup After You Register Company Poland

Post-registration requirements involve several critical steps that determine your operational readiness.

Corporate Banking Requirements

Banks require your KRS extract, articles of association, identification documents, beneficial ownership forms, and office lease agreements. Minimum deposit requirements vary by institution, and anti-money laundering questionnaires are standard. Some banks may require PESEL numbers or Trusted Profile access for certain transactions.

VAT Registration Process

Understanding VAT thresholds and voluntary registration options helps you plan compliance obligations. EU VAT (VIES) registration supports cross-border transactions, while the e-invoicing system (KSeF) requires separate onboarding with specific timelines.

Corporate Income Tax (CIT)

Standard CIT rates apply with registration requirements for advance payments. Transfer pricing documentation thresholds should be understood early, particularly for companies with intercompany transactions.

Social Security (ZUS) Registration

Employer registration with ZUS must be completed before your first payroll. Employee onboarding requires specific filings, and health insurance contributions follow established calculation methods.

Ongoing Compliance Calendar

Banking documentation should include signatory rules, KYC packages, and beneficial ownership declarations. The tax registration process flows from KRS approval through NIP/REGON assignment to VAT and VIES registration, culminating in KSeF onboarding.

Aligning your Polish tax and ZUS compliance calendar with broader EU payroll operations can create efficiencies and leverage EU VAT simplifications for cross-border sales.

Starting a Business in Poland as a Foreigner: Residency and Director Rules

Foreign ownership and management requirements in Poland are generally accommodating, though practical considerations require attention.

Shareholder Requirements

No residency restrictions apply to shareholders, allowing 100% foreign ownership. This makes starting a business in Poland as a foreigner accessible without complex ownership structures.

Management Board Considerations

While no legal residency requirement exists for directors, practical needs often arise for local addresses, PESEL numbers, or Trusted Profile access for electronic filings. Some banks prefer at least one EU-resident director for operational efficiency.

Proxy and Local Representative Options

Procurent or attorney in fact arrangements can address local representation needs, though these require careful consideration of mandate scope, revocation terms, and governance controls. Directors' and officers' insurance and indemnity arrangements should be evaluated.

Registered Office Requirements

Physical addresses are required, though virtual offices are acceptable if they meet substance requirements and banking expectations. The registered office must be capable of receiving official correspondence.

Ongoing Compliance Obligations

Directors face personal liability for unpaid taxes and social contributions in certain circumstances. UBO register filings, KSeF/ePUAP access, and timely statutory filings remain ongoing requirements regardless of residency status.

Poland's approach offers more flexibility than France or Spain regarding foreign ownership, with governance tools similar to Czech and Slovak practices.

When Mid-Market Companies Should Graduate From EOR to Poland LLC

The decision to establish a poland llc rather than continuing with EOR services requires careful analysis of costs, control, and strategic objectives.

Cost Analysis Framework

Compare EOR per-employee feesCompare EOR per-employee fees against entity setup costs, ongoing payroll expenses, accounting fees, and legal costs over 12-36 month periods. Most companies find break-even points between 8-20 employees, depending on EOR pricing and local cost structures.

Headcount Thresholds

Multi-function teams or employee counts exceeding 15-20 people often justify entity establishment. The complexity of managing diverse roles through EOR arrangements can create operational inefficiencies that entities resolve.

Control and Compliance Considerations

Direct employment enables IP assignment, customised benefits design, and stronger employer branding. Entities support audit requirements, transfer pricing documentation, intercompany billing, and financing arrangements that EOR structures may complicate.

Transition Planning

Moving from EOR to entity requires careful coordination of employment novations, benefit harmonisation, payroll system changes, and operational cutover. Timeline planning should allow 6 weeks for entity preparation and 2-4 weeks for employment migration.

Cost Comparison Scenarios

For 15 employees over 24 months, EOR costs often exceed entity establishment and operation expenses. At 30 employees, entities typically provide clear cost advantages while offering operational benefits.

Teamed can guide HR and Finance leaders through break-even analysis and provide counsel on transition timing and execution strategy, helping companies navigate this critical decision point effectively.

Europe-Wide Entity or EOR: How Poland Fits Your Expansion Map

Poland's role in broader European employment strategies requires understanding regional dynamics and coordination opportunities.

Regional Hub Potential

Poland serves effectively as a Central and Eastern European base, leveraging strong shared service centre ecosystems and multilingual talent pools. The country's position supports operations across the broader CEE region.

EU Single Market Advantages

Labour mobility considerations, social security coordination, and posting worker rules create opportunities for efficient workforce deployment across EU markets. Poland's EU membership facilitates these arrangements.

Tax Treaty and Transfer Pricing

Poland's robust double taxation treaty network supports intercompany service arrangements. Aligning these with OECD and Polish transfer pricing rules requires early planning but creates operational efficiencies.

Talent Access and Compensation

Competitive compensation levels compared to Western Europe, combined with strong university pipelines and multilingual capabilities, support talent acquisition strategies across multiple markets.

Compliance Coordination

Harmonising payroll calendars, benefit standards, and employment practices across 5+ European markets requires careful planning. Posted worker notifications, permanent establishment risks, and regulatory reporting coordination become important considerations.

Hub and spoke models offer scale and governance benefits but require attention to local labour law nuances and cultural considerations in each market.

Teamed often recommends Poland as part of coordinated European employment strategies and can advise on entity establishment timing across multiple markets, helping companies build coherent regional approaches.

Compliance Red Flags for Regulated Employers in Poland and Wider Europe

Companies in regulated industries face additional considerations when starting business in Poland that require early attention and specialist guidance.

Financial Services Considerations

Payment services, investment advice, and other financial activities may trigger licensing requirements with KNF (Polish Financial Supervision Authority). Outsourcing arrangements and data handling requirements add complexity layers.

Healthcare and Life Sciences

GDPR compliance and data residency requirements intersect with medical device regulations and clinical trial constraints. Telemedicine activities may require specific authorisations.

Defence and Dual-Use Technologies

Export control regulations, dual-use item restrictions, security clearance requirements, and facility security considerations can significantly impact operational planning.

Professional Licensing Requirements

Engineers, architects, auditors, and legal professionals may require local practice rights or partnership arrangements with licensed local practitioners.

Cross-Border Risk Indicators

Remote teams delivering services across borders may create permanent establishment risks. Mandatory notifications and sectoral reporting requirements vary by industry and activity type.

Mitigation Strategies

Early regulatory scoping with specialist counsel, data minimisation and localisation planning, and clear intra-group agreements with transfer pricing documentation help address these challenges proactively.

Teamed provides counsel on regulatory implications and can guide companies through sector-specific compliance requirements, connecting you with appropriate specialist advisors when needed.

Cost and Timeline Benchmarks for Firms With 200 to 2,000 Employees

Understanding realistic cost and timeline expectations helps mid-market companies plan their company formation in poland initiatives effectively.

Setup Cost Ranges

Government fees remain modest across all company sizes, while professional services costs vary based on complexity, language requirements, and speed expectations. Standard Sp. z o.o. formations typically cost between PLN 5,000-15,000 total.

Ongoing Cost Considerations

Monthly accounting and payroll subscription costs, registered office fees, statutory audit requirements as revenue thresholds are met, and legal retainer arrangements create predictable ongoing expenses.

Timeline Planning

The 2-4 week timeline to operational status assumes proper banking coordination. Additional time should be allocated for VAT scrutiny processes or complex beneficial ownership structures.

Resource Allocation Planning

Internal legal and finance team time, signatory availability for banking processes, director onboarding requirements, and external provider coordination require advance planning.

Critical Path Milestones

Beneficial ownership documentation, bank KYC processes, and VAT review windows often determine overall timeline success. Having these elements prepared in advance significantly improves predictability.

Resource Planning Checklist

Identify internal document owners, establish decision gates and approval processes, coordinate signatory logistics across time zones, and plan for potential delays in critical path items.

Teamed helps evaluate total cost of ownership and provides benchmarking against similar mid-market expansions, offering realistic planning assumptions based on extensive experience across the region.

Common Mistakes When You Start a Company in Poland and How to Avoid Them

Learning from common pitfalls can help you start a company in Poland more efficiently while avoiding costly delays and complications.

Documentation Errors

Missing apostilles on foreign corporate documents, outdated corporate extracts, and untranslated materials create the most frequent delays. Quality control processes and translation planning prevent these issues.

Banking Process Delays

Insufficient beneficial ownership evidence, unclear business activity descriptions, and lack of local address proof commonly extend banking timelines. Pre-preparing comprehensive KYC packages and activity narratives helps avoid these delays.

Compliance Oversights

Late ZUS or VAT registrations, missed beneficial ownership filings, and KSeF unreadiness can create operational problems. Establishing compliance calendars before KRS approval ensures nothing falls through gaps.

Operational Readiness Gaps

Missing payroll cutoff dates, benefits packages not aligned with local market expectations, and lack of Polish-language HR policies can disrupt employee onboarding. Parallel preparation of operational systems prevents these issues.

Strategic Structure Misalignment

Choosing branch structures over subsidiaries (or vice versa) without proper liability and tax analysis can create long-term problems. Early structure review with tax and legal counsel prevents costly corrections later.

Prevention Strategies:

• Implement document quality control and translation planning processes

• Pre-prepare banking KYC packages with clear activity narratives

• Establish compliance calendars with named owners and deadlines

• Conduct payroll dry runs and test file processing

• Complete structure reviews with qualified tax and legal advisors

Common Delay Scenarios and Solutions:

VAT audit requests can be addressed by providing contracts, invoices, lease agreements, and website information demonstrating economic substance. Bank information requests respond well to pre-prepared organisational charts and transfer pricing policies. KRS rejections often result from attachment issues that S24 templates or prompt corrections can resolve.

Quality assurance frameworks should include gate reviews at document preparation, filing, banking, and first payroll stages, with named owners and escalation paths for each milestone.

Talk to Poland Entity Experts at Teamed for Strategic Clarity

Establishing an entity in Poland represents a significant strategic decision that extends far beyond paperwork and compliance requirements. The choice between continuing with EOR services or establishing direct operations affects your cost structure, operational control, and long-term European expansion strategy.

At Teamed, we provide strategic guidance that helps you navigate these decisions with confidence. Our approach focuses on entity versus EOR decision-making, break-even modeling, and timing optimisation. We can help you understand how Poland fits within your broader 5+ country European footprint and address sector-specific considerations for financial services, healthcare, and defence companies.

Once your strategy is confirmed, our execution capability spans 180+ countries, ensuring seamless implementation of your decisions. We offer advisory continuity as your long-term partner through setup, scaling, and optimisation phases.

Rather than simply processing transactions, we provide strategic decision support with clear, actionable recommendations. Our advisors can guide critical employment decisions and provide counsel on entity establishment timing, backed by execution capability once your strategy is determined.

Talk to the experts to discuss your Poland expansion strategy and receive personalised guidance on entity establishment timing and execution.

Frequently Asked Questions about Setting Up an Entity in Poland

Can I register a Polish company entirely online?

Yes, through the S24 portal using standard articles of association and qualified electronic signatures. However, bespoke articles or complex ownership structures often require notary involvement for proper execution.

Do I need a resident director or proxy in Poland?

While not legally mandatory for ownership, practical considerations including banking relationships and electronic filing requirements often benefit from local representation or directors with PESEL/Trusted Profile access.

How do I transfer current EOR employees into my new Poland entity?

Execute termination and rehire processes or novation agreements where legally permissible. Coordinate benefits alignment, policy harmonisation, and payroll start dates to avoid employment gaps or compliance issues.

Are there tax incentives for tech or R&D companies in Poland?

Yes, including IP Box regimes and R&D relief programmes. Eligibility requirements and documentation standards should be assessed case-by-case with qualified tax advisors.

What is mid-market?

Companies with 200-2,000 employees or revenue between £10 million and £1 billion, representing the space between startups and large enterprises with distinct advisory and operational needs.

How long does banking setup take after company registration?

Typically 1-2 weeks, depending on beneficial ownership complexity and whether signatories can complete in-person verification requirements or qualified electronic processes.

Can foreign companies own 100% of a Polish LLC?

Yes, 100% foreign ownership of Sp. z o.o. structures is permitted without shareholder residency requirements, making Poland accessible for international expansion strategies.or