How to Set Up an Entity in Poland

Poland presents a compelling proposition for businesses looking to establish a local presence in Central Europe. With its strategic location, EU membership, rapidly growing economy, and increasing foreign-investment activity, forming a legal entity in Poland allows companies to access the broader European market while benefiting from a skilled workforce and a favorable cost base.

The registration process in Poland has been progressively streamlined, particularly for the most common entity form. That said, challenges remain—such as navigating notarial formalities, obtaining Polish-language documentation, meeting tax and social-security obligations, and understanding corporate governance requirements. Once established, the benefits are substantial: improved operational control, tax-planning options, and the ability to hire employees directly under a local entity rather than relying solely on third-party service providers.

Disclaimer: This content is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult official sources before acting.

What does “opening an entity” mean in Poland?

In Poland, opening an entity means registering a local company (or branch of a foreign company) with the national registry so it becomes a separate legal entity for operations, tax, and employment. A business typically chooses between forms such as a Polish limited liability company (Sp. z o.o.) or a branch of a foreign corporation, both of which require formal incorporation before legally trading.

Entity overview in Poland

Below is a summary of key registration parameters for the most common structure used by foreign investors in Poland.

Step-by-step guide: How to open an entity in Poland

Step 1: Choose the right structure

Polish citizens and residents can establish either partnerships (spółka jawna, spółka komandytowa) or limited liability companies (Sp. z o.o.). Partnerships suit smaller or professional ventures but involve varying levels of personal liability, while a Sp. z o.o. offers a separate legal personality and limited liability—making it the preferred choice for most local entrepreneurs and investors.

For foreign investors, the Sp. z o.o. is also the most practical and flexible structure, allowing 100% foreign ownership and streamlined online setup through the S24 system. Larger ventures or those seeking external capital may choose a joint-stock company (S.A.), while businesses seeking a lighter footprint can operate through a branch office (oddział) under their foreign parent company.

Step 2: Verify business name availability

You should select a unique company name and verify that the name is not already registered through the KRS search portal (via the KRS website). While no formal name-reservation is mandatory, verifying availability is advisable. Name must include appropriate form indication, e.g., “Sp. z o.o.” and cannot mislead or imitate another established business.

Step 3: Prepare incorporation documents

You will need to prepare the following:

• Articles of Association (for Sp. z o.o.) or Statute (for S.A.)
• Shareholder resolution(s) and list of shareholders and directors
• Proof of registered office address in Poland
• Identification documents for shareholders and directors (passport or ID) and notarised translations if required
• If applicable, documentation of the foreign parent company (for branch or subsidiary)
• Bank receipt or declaration of share capital deposit (if required upfront) or arrangement for deposit after online registration

Step 4: Register with KRS

Submit the registration application to the KRS. For a Sp. z o.o., you can register online through the S24 system using either an ePUAP trusted profile (a government-verified digital identity available to individuals with a Polish PESEL number) or a qualified electronic signature (a certified digital signature recognized across the EU that does not require a PESEL). Alternatively, you can complete a traditional notarised incorporation and file in person. Upon registration, the company receives a KRS number, tax identification number (NIP), and statistical number (REGON), and obtains legal personality once entered into the register.

Step 5: Register for tax and social security

After incorporation, register the company with the tax office (obtain a NIP number) and, if applicable, register for VAT. Employers must also register with the Social Insurance Institution (ZUS) for social-security contributions.

Step 6: Open a corporate bank account

You will need to open a bank account in Poland in the company’s name. While there is no legal requirement for all business transactions to be in that account, Polish banks will apply KYC (know-your-customer) checks. Non-resident directors may be required to visit Poland or provide a power of attorney. Opening may take a few days to a couple of weeks.

Step 7: Set up payroll and employment compliance

If you plan to hire local employees, you must register as an employer with ZUS, draft compliant Polish employment contracts (typically in Polish language or bilingual), set up payroll withholding for personal income tax (PIT) and employee social-security contributions, and ensure employer contributions. You must maintain records, comply with working-time rules, and labor-law regulations. Foreign nationals employed may require work/residence permits depending on nationality and length of stay.

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Post-registration obligations

After incorporation, companies in Poland must stay compliant with governance, tax, and employment laws. Typical requirements include:

• Tax and financial reporting: Filing of annual corporate income tax return (CIT-8) by 31 March following calendar-year end, VAT returns (monthly or quarterly), and annual financial statements lodged with KRS under Polish GAAP.
• Corporate registers: Maintain up-to-date records of directors, shareholders, and beneficial owners and report changes to KRS within statutory deadlines (typically within 7 days of change).
• Compliance tracking: Monitor all tax, licensing, and filing deadlines via a compliance calendar or automated service provider to avoid late-filing penalties.
• Licenses and renewals: Certain business activities require sector-specific licenses or concessions from the relevant ministry or regulator; you must renew or update these as required.
• Record-keeping: Retain accounting, payroll, HR, and transaction records for at least 5 years (as per Polish tax-law requirements), ensuring accessibility for audits.
• Employment law compliance: Adhere to labor law, benefits, social security, and data protection regulations, including compliant employment contracts, payroll reporting, benefits contributions, and insurance coverage under the Polish labor-law framework.

Taxes and financial considerations

Summarising key obligations for companies operating in Poland:

• Corporate income tax: The standard CIT rate is 19%; a reduced rate of 9% applies for small taxpayers whose revenue (including VAT) in the previous year did not exceed the PLN equivalent of EUR 2 million. The tax return (CIT-8) is due by 31 March of the following year if aligned with the calendar year.
• VAT: The standard VAT rate is 23%. Reduced rates of 8% and 5% apply to certain goods and services. Registration becomes mandatory when revenue exceeds PLN 200,000 in 12 months.
• Payroll/social contributions: Employers must contribute to ZUS. Employer contributions vary depending on the activity, number of employees, and wage base; employees also contribute statutory amounts. Foreign nationals working need local registration.
• Accounting standards: Companies must prepare annual financial statements under Polish GAAP and file them electronically with the KRS (usually within 15 days of approval). The board is responsible for compliance.

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Expand internationally with Deel

Whether you’re hiring through an EOR or establishing your own local entity, Deel’s all-in-one platform gives you everything you need to expand into Poland—quickly, compliantly, and with confidence. From market entry to ongoing operations, Deel helps you hire, onboard, and manage teams seamlessly from day one.

With Deel, you can:

• Test new regions using Deel’s local entities through our Employer of Record service—hire employees compliantly, delegate payroll and taxes, and access localized employment contracts.
• Open entities with Deel Entity Setup, where our team manages everything—from incorporation and tax registration to coordination with local experts.
• Centralize your compliance and records with Deel Entity Management, including automated filings, calendar reminders, and visibility across all entities.
• Integrate with Deel Payroll and Deel HR for compliant payments, benefits, and workforce oversight—all in one platform.

For companies transitioning from the EOR model to owned entities, Deel ensures a smooth handover and consistent compliance every step of the way. Enter new markets, onboard talent, and manage your global workforce—all through one unified platform.

FAQs

How long does it take to open an entity in Poland?
With the online S24 route, the process can take as little as 1–3 days; using the notarial filing process might extend to 2–4 weeks. Find out how long setup takes with our Entity Setup Calculator.

What is the minimum capital required?
For a standard limited liability company (Sp. z o.o.), the minimum share capital is PLN 5,000 (≈ $1,200 USD).

Can foreign companies own 100 % of an entity in Poland?
Yes, foreign investors can fully own a Polish company, and there is no requirement for a local resident director in the typical Sp. z o.o. model.

Do I need a local director or representative?
No, for a Sp. z o.o. You can appoint directors who are non-residents and non-citizens (provided any residency/work-permit rules are met if they will be working physically in Poland).

How much does it cost to register an entity?
The state registration fee for KRS is approximately PLN 350 (≈ USD 70) for an electronic application. Additional costs include notary fees, translation, and account opening costs. Find out the setup cost with our Entity Setup Calculator

Can I hire employees before the entity is fully registered?
Typically, you should wait until the entity is registered and the employer has its tax and social security registration. However, you can engage with talent under a third-party EOR model while you set up your entity.

Can Deel help me open an entity in Poland?
Yes. Deel Entity Setup manages the end-to-end process—from registration to payroll compliance—in over 100 countries, including Poland.

Does Deel offer ongoing compliance and payroll support?
Yes. Deel offers both managed services and self-service tools to help you stay compliant.

If you’re using Deel Entity Management, Maintenance, EOR, or Payroll, our team handles payroll, benefits, filings, and compliance obligations on your behalf.

For teams managing their own entities, Deel Compliance Hub makes staying compliant simple by providing real-time regulatory updates, risk alerts, and workforce insights across 150+ countries. Proactively manage compliance with our Compliance Monitor, Workforce Insights, and an AI-powered Worker Classifier, staying ahead of changing employment laws.

Can I switch from Deel EOR to my own entity later?
Yes. Deel supports seamless transitions when you’re ready.