How Can a Foreign Investor Set Up a Company in Poland? A Comprehensive Guide for 2025
Are you a foreign investor looking to set up a company in Poland in 2025? Poland offers a stable legal environment, a skilled workforce, and access to a 450-million-consumer EU market. This comprehensive guide walks you through the process—from choosing a legal form to tax optimization and support resources. Discover how Innoglobal can help you succeed
Poland, as a member of the European Union and the largest economy in Central and Eastern Europe, attracts foreign investors with its legal stability, skilled workforce, and strategic geographic location. In 2023, foreign direct investments in Poland reached €34.6 billion, underscoring the market’s appeal.
I. Who Can Set Up a Company in Poland?
1. EU/EEA Citizens
EU/EEA citizens enjoy full freedom to conduct business activities on the same terms as Polish citizens. The only requirement is a PESEL number for company registration.
2. Non-EU Citizens
Non-EU citizens must meet one of the following conditions:
- Hold a permanent or temporary residence permit related to business activities (source).
- Possess a Polish Card (Karta Polaka) (details).
- Be an entrepreneur from associated countries (e.g., Ukraine, Belarus) under bilateral agreements.
II. Business Structures – A Comparison of Key Options
Table 1: Limited Liability Company (sp. z o.o.) vs. Branch vs. Representative Office
| Criterion | Limited Liability Company (sp. z o.o.) | Branch | Representative Office |
|---|---|---|---|
| Legal Personality | Yes (Art. 151 of the Commercial Companies Code) | No | No |
| Minimum Capital | PLN 5,000 | None | None |
| Registration Time | 1–7 days (via S24 system) | 2–8 weeks | 2–4 weeks |
| Liability | Limited | Full (parent company) | No commercial activity |
| CIT Tax Rate | 9% or 19% | 19% | None (if no PE) |
| Maintenance Costs | From PLN 2,000/month | From PLN 4,000/month | From PLN 1,000/month |
III. Setting Up a Limited Liability Company (sp. z o.o.) – Step by Step
1. Preparing Documentation
- For non-EU shareholders: a scanned passport with a certified translation.
- Company address: a virtual office can be used (e.g., BusinessLink).
- Articles of association: a template is available in the S24 system.
2. Online Registration via S24
- Complete the form in Polish or English.
- Fees: PLN 350 for KRS registration + PLN 500 for publication in the Court and Economic Monitor.
- Time: On average, 48 hours for straightforward cases (Ministry of Justice data).
3. Post-Registration Formalities
- NIP assignment: Automatically issued upon registration in CEIDG/KRS.
- VAT registration: Mandatory for turnover exceeding PLN 200,000 (form VAT-R).
- ZUS registration: Required upon hiring the first employee.
IV. Common Mistakes by Foreign Investors
1. Choosing the Wrong Legal Form
Example: Opting for a sole proprietorship instead of a sp. z o.o. results in full personal liability (Art. 3 of the Sole Proprietorship Act).
2. Neglecting Transfer Pricing Obligations
Failure to document transactions with the parent company can lead to penalties of up to 30% of the transaction value (details).
3. Misunderstanding the Concept of Permanent Establishment (PE)
Example: Conducting sales through employees in Poland without registering a branch may result in retroactive CIT and penalties (OECD guidelines).
V. Tax Obligations – Key Responsibilities
Table 2: Comparison of Tax Obligations
| Tax | Limited Liability Company (sp. z o.o.) | Branch | Representative Office |
|---|---|---|---|
| CIT | 9%/19% on profits | 19% on profits | None (if no PE) |
| VAT | 23% standard rate | Same | Only for sales in Poland |
| PIT | On payments to shareholders | None | None |
| ZUS Contributions | On salaries | Same | Only if employees hired |
VI. Summary – Checklist for Investors
- Choose a legal form suited to your business scale.
- Register via the S24 system with the help of a certified translator.
- Optimize taxes using available reliefs and grants.
- Monitor legal changes regularly (e.g., via Rzeczpospolita).
- Collaborate with local experts: we recommend Innoglobal or incubators like Unityhub.
Poland remains one of the most investor-friendly EU countries, offering a combination of low operating costs, a skilled workforce, and access to a market of 450 million consumers. However, success requires careful procedural preparation and leveraging available support tools.
