Setting Up a sp. z o.o. in Poland: A Practical Guide for Foreign Founders

Every week someone asks us whether you need a residence card to open a company in Poland. The short answer is no — at least not for a spółka z ograniczoną odpowiedzialnością (sp. z o.o.), which is Poland's standard limited liability vehicle. Nationals of Ukraine, Belarus, Kazakhstan, Uzbekistan, and other non-EU countries can be founding shareholders and company directors without any residence permit requirement.

The restriction applies to JDG (sole trader): for that structure, you do need a karta pobytu with the right to run a business. For a sp. z o.o. — nothing of the sort.

In practice, there are two decisions to make: S24 or notary, and what to do in the weeks after registration.

S24 or Notary — Which Route?

Two registration paths, two very different prices.

Go with S24 if: all founders are natural persons who have a PESEL, the standard template articles are fine, and you want it done cheaply and quickly.

You'll need a notary if: a foreign company is a founder, you're contributing non-cash assets (equipment, IP, property) to the share capital, or you need bespoke provisions in the articles (weighted voting rights, share transfer restrictions, etc.).

For most immigrants setting up their first Polish company — S24 is the right call.

Step 1. Registering Through S24

What you need before you start:

• Your PESEL (as a founding shareholder and/or director)
• A Profil Zaufany (for signing the application electronically)
• A Polish registered address for the company's siedziba (just a valid Polish address — you can use your own flat)
• 5,000 PLN share capital — the statutory minimum

Without a PESEL, S24 simply won't work. If you don't have one yet, start with meldunek and registration at your local district office. Our post-residence-card guide walks through the process.

How the registration works:

1. Go to rejestracja.ms.gov.pl — Poland's company registration portal.
2. Select "Spółka z ograniczoną odpowiedzialnością".
3. Fill in the details: company name (check it isn't already taken in the KRS register), registered address, PKD business activity codes — pick up to 10, because changing them later costs money.
4. Choose the standard articles of association from the system templates.
5. Set the share structure — minimum nominal value per share is 50 PLN.
6. Sign the application with your Profil Zaufany.
7. Pay: 250 PLN (KRS court fee) + 100 PLN (MSiG gazette announcement) = 350 PLN total.

The KRS processes the application within 1–3 business days. The company's NIP tax number and REGON statistical number are assigned automatically — everything is sent to the registered address.

Step 2. Opening a Business Bank Account

You'll need a company account immediately — share capital is transferred there, and all business transactions flow through it.

Banks that work with foreign directors:

• mBank — apply online or in a branch; accepts a foreign passport plus karta pobytu. Without a residence card, an in-person visit with additional documentation is required.
• PKO BP — branch only, original documents needed. A karta pobytu is strongly advised.
• Nest Bank — reliably accommodating to foreign nationals; often opens accounts in 1–2 days; possible without a karta pobytu if you have a PESEL.
• Revolut Business — no karta pobytu required, fast online setup, but it's a fintech platform rather than a full bank. Some Polish suppliers and clients won't accept Revolut transfers, and certain banking services aren't available.

For directors without a karta pobytu, mBank or Nest Bank tend to be the smoothest options. After opening the account, transfer the 5,000 PLN share capital and keep the transfer confirmation — you'll need it for the first financial accounts.

Step 3. NIP, REGON, and VAT

The NIP and REGON are assigned automatically with the KRS registration — no separate application needed. These are the company's numbers, not yours personally.

VAT (form VAT-R, filed at the Urząd Skarbowy):

• Mandatory once annual turnover exceeds 200,000 PLN.
• Can be registered voluntarily from day one — worth doing if you'll be working with VAT-registered businesses who need faktura VAT.
• Working with EU counterparties (exporting services)? Register for VIES at the same time — just tick the relevant box on the VAT-R form.

Step 4. Social Insurance for the Director

This is where first-time sp. z o.o. founders tend to get a surprise. The company director's ZUS position is more nuanced than it looks.

If the director receives remuneration under an umowa o powołanie (appointment agreement), they're subject to mandatory social insurance — ZUS registration via form ZUS ZUA. If the sole shareholder-director takes no salary, the situation is genuinely ambiguous: different ZUS branches interpret this differently, and some will demand contributions as if the director were a self-employed person.

The practical approach for a sole shareholder-director:

• Sign an umowa o powołanie with remuneration set at the minimum wage: 4,806 PLN gross in 2026.
• Register with ZUS as a pracownik (employee) via ZUS ZUA.
• Pay contributions from that amount.

This gives you access to NFZ (public healthcare) and builds your pension record. Contributions at minimum wage: approximately 1,500–1,700 PLN per month.

Step 5. Accounting

A sp. z o.o. is legally required to keep full bookkeeping (pełna księgowość) from its first day. Unlike JDG, where you can handle a simplified KPiR ledger yourself, here you need an accountant or accounting firm.

Cost of running a small sp. z o.o.'s books: 300–800 PLN per month depending on transaction volume. Online accounting platforms that support sp. z o.o. (inFakt, wFirma) start from around 350 PLN per month.

Cost Summary

The share capital isn't a sunk cost — it sits in the company account and can be used for operations from day one.

sp. z o.o. vs JDG: When to Use Which

Choose JDG if: you have a karta pobytu with business rights, you're working alone, and your turnover is modest.

Choose sp. z o.o. if: you don't have a karta pobytu yet, you want to protect your personal assets, you're planning to bring in a co-founder or investor, or you're billing B2B at meaningful amounts.

Frequently Asked Questions

Does the director have to live in Poland? No. A sp. z o.o. director isn't required to be resident in Poland. But banks and ZUS need a Polish PESEL and a Polish address — without those, day-to-day operations become significantly harder.

Does S24 require sworn translations of any documents? No. Everything is submitted digitally, in Polish. Sworn translations are only required if you go through a notary and are bringing in foreign-language founding documents.

Can a foreign company be a founding shareholder? Yes — but it has to go through a notary, not S24. You'll need an apostille and a sworn translation of the foreign company's constitutional documents.

When is the first financial report due? The annual financial report and CIT-8 corporate tax declaration are due by 31 March of the following year. If you register in December, your first full accounting year is the next calendar year.

How do I pick PKD codes? PKD is Poland's business activity classification. Choose one primary code that best describes your main activity, plus up to 9 additional ones for anything else you might do. Full list at stat.gov.pl. Changing PKD codes after registration is possible but requires a paid amendment through the KRS — so be generous at the start.

Setting up a sp. z o.o. in Poland without a karta pobytu is genuinely doable — but it requires getting the details right, from PKD code selection to the director's ZUS status. Mistakes here cost more to fix than routine immigration paperwork.

If you'd like us to handle the registration, or just want a consultation on the right structure for your situation — get in touch with LegalWin. We work with foreign founders with and without residence cards.