Company formation

Register a Polish company without setting foot in Poland

You can. A Polish limited company (sp. z o.o.) can be formed, registered and put into operation without you entering the country — and thousands are every year. What decides how easy it is is not your nationality but how you are able to sign.

The short answer

A non-resident can own 100% of a Polish sp. z o.o. and register it from abroad. There is no residency requirement, no minimum stay, and no requirement to appoint a Polish director.

  • Filing online through the S24 system costs 250 zł in court fees plus about 24 zł of transfer tax (PCC) — 274 zł in total on the statutory minimum capital.
  • The 5 000 zł minimum share capital is not a fee. It stays in the company as working capital and you spend it on the business.
  • What you need is a way to sign electronically, or one trip to a notary in your own country to grant a power of attorney. Both are covered below.
  • A registered office address in Poland is mandatory. A virtual office satisfies it.

The two ways to sign from abroad

This is the whole decision. Everything else about a Polish company is the same either way.

  S24 — filed online Notarial deed — by proxy
How you sign A qualified electronic signature (podpis kwalifikowany) issued anywhere in the EU under eIDAS, or a Polish Profil Zaufany if you already have one. In person before a notary in your own country, granting a power of attorney. Your attorney then signs in Poland.
Paperwork from your side None to post. Passport details and the company particulars, entered in the portal. The power of attorney, apostilled (Hague Convention) or consularly legalised, plus a sworn Polish translation.
Court fee 250 zł 500 zł
Also payable Transfer tax (PCC) at 0.5% of capital less the court fee. A qualified signature certificate runs about 250–350 zł a year. Notarial tariff plus VAT, sworn translation, apostille, and the same transfer tax — several hundred to over a thousand złoty, depending on capital.
Articles of association A fixed template. No contributions in kind, no bespoke clauses, no separate share classes. Drafted freely — contributions in kind, preference shares, tailored governance and exit provisions.
Realistic timeline Days once filed. The certificate is usually what takes longest to obtain. Weeks. The apostille and the sworn translation, not the registration itself, set the pace.
Choose it when A standard company with cash capital — which covers most first companies. Several shareholders on different terms, capital contributed as assets, or investors who need bespoke articles.

What you should settle before you file

Four things decide whether a remote formation runs smoothly. None of them is a reason not to do it; all of them are cheaper to handle before the company exists than after.

A company bank account is the real obstacle

Registration does not require one, but trading does. Many Polish banks still identify a board member in person before opening a business account, and practice differs from bank to bank and by your country of residence. Settle this before you file, not after — it is the single most common reason a remote formation stalls.

The beneficial-owner filing is due within 14 days

Every company must report its beneficial owners to the CRBR register within 14 days of registration, signed electronically. The qualified signature you obtain for S24 covers this too, which is one reason that route is usually the cheaper one overall. Missing the deadline carries a fine.

A single shareholder pays Polish social security

The sole shareholder of an sp. z o.o. is insured as a person running a business, which is roughly 2 359 zł a month in 2026 — about 1 926,76 zł of social contributions plus a 432,54 zł health contribution, payable whether or not the company trades. A second shareholder with a genuine stake removes that liability entirely. Decide the shareholding before you file; changing it afterwards costs a further court fee.

A Polish address is mandatory, and it must receive post

The registered office goes in the register and on every invoice, and the tax office writes to it. A virtual office is a legitimate answer — a forwarding address that nobody reads is not, because a missed letter from the tax office still counts as delivered.

Frequently asked questions

Can a foreigner register a company in Poland without visiting?
Yes. A non-resident may own 100% of a Polish sp. z o.o. and register it from abroad, with no residency requirement and no need for a Polish director. You either sign the filing with a qualified electronic signature recognised across the EU, or grant a power of attorney before a notary in your own country and have an attorney sign in Poland.
What do I need in order to sign from abroad?
A qualified electronic signature under eIDAS, issued by a trust service provider in your own country and valid in Poland. A certificate costs roughly 250–350 zł a year. The alternative, Profil Zaufany, generally requires a Polish bank account or a Polish ID document, so it is rarely open to someone who has never been to Poland.
How much are the official fees?
Registering through S24 costs a 250 zł court fee plus transfer tax (PCC) at 0.5% of the share capital less that fee — about 274 zł in total on the 5 000 zł statutory minimum capital. The separate Monitor Sądowy i Gospodarczy announcement fee was abolished on 29 November 2025 and is no longer charged. A notarial formation costs 500 zł in court fees instead, plus the notary’s tariff.
How long does it take?
A complete S24 filing is usually registered within a few days. Obtaining the electronic signature certificate beforehand normally takes longer than the registration itself. The notarial route runs to weeks, paced by the apostille and the sworn translation rather than by the court.
Do I need a Polish bank account to register the company?
Not to register it. You will need one to trade, pay tax and pay contributions, and many Polish banks still require a board member to be identified in person before opening a business account. Confirm how your chosen bank handles a non-resident board before you file, because it is the most common point at which a remote formation stalls.
Will I pay Polish social security as the owner?
If you are the only shareholder, yes: a sole shareholder of an sp. z o.o. is insured as a person running a business and pays roughly 2 359 zł a month in 2026, whether or not the company trades. With a second shareholder holding a genuine stake, that liability does not arise. It is worth settling before you file.
Can I be the sole director and shareholder as a non-resident?
Yes. Polish law sets no nationality or residency requirement for shareholders or for the management board, and no Polish resident needs to be appointed. The practical constraints are signing, banking and the social-security position of a sole shareholder, not your right to hold the roles.
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