A limited liability company in Poland step by step. How to set one up, how much does it cost, and what should you remember?

Anna Szczerba | Dyrektor departamentu prawa spółek i sekretariatu korporacyjnego | TGC Corporate Lawyers

7/28/2026

A limited liability company in Poland step by step.

Establishing a limited liability company in Poland (Sp. z o.o.) involves more than just registering with the National Court Register (KRS). Already during the drafting of the company articles of association of a limited liability, it's important to make decisions regarding the shareholding structure, representation rules, taxes, VAT, and future financing of the business. A well-planned company reduces the risk of disputes between shareholders and facilitates business development.

In this article we explain step by step:

how to set up a limited liability company
how much does registration cost
what obligations arise after entry into the National Court Register
what to pay attention to avoid costly mistakes.

The text takes into account the legal status and the latest available public data as of July 2026.

Limited liability company in a nutshell:

To establish a limited liability company, you must:

prepare the articles of association of a limited liability company,
establish and pay the share capital (minimum PLN 5,000),
appoint bodies,
submit an application to the National Court Register or use the S24 system,
pay registration fees,
after registration, complete, among others, the obligations of NIP-8, VAT-R (if required) and reporting beneficial owners to CRBR.

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Why do entrepreneurs choose a limited liability company?

A limited liability company combines attractive features for small and medium-sized enterprises, startups, family businesses and foreign investors, such as:

separation of company assets from the assets of partners,
the possibility of running a business by one or more partners,
transparent share structure and recognition in economic transactions.

According to data from the Central Statistical Office (GUS), 89,004 businesses were registered in Poland in the first quarter of 2026. Limited liability companies accounted for 16.6% of all registrations, and the number of registrations of this legal form increased by 9.7% year-on-year. This means that approximately 14,800 new limited liability companies were established in a single quarter. This is an important signal that entrepreneurs are increasingly choosing a legal form that allows them to build a

What is a limited liability company?

A limited liability company (Sp. z o.o.) is a capital company regulated by the Commercial Companies Code. It has legal personality, its own assets, a business name, a registered office, and the capacity to assume obligations and be a party to contracts. The company, not its partners, is liable for its obligations. Partners primarily bear the risk of the value of their contributions and any additional benefits stipulated in the articles of association.

Limited liability, however, does not mean complete risk-free operation. Special rules apply to management board members, who in certain situations may be liable for the company's obligations, especially if enforcement against the company proves ineffective and the management board fails to take the required actions in a timely manner. Therefore, when establishing a company, it is important to ensure proper representation, document flow, accounting, and decision-making procedures.

Company element	Principle
Minimum share capital	5,000 PLN
Minimum nominal value of the share	50 PLN
Number of partners	One or more
Form of agreement	Notarial deed or contract template in S24
Register	National Court Register
Basic organs	Management board; shareholders' meeting; sometimes supervisory board or audit committee
Liability of partners	In principle limited to the economic risk associated with the contribution

Limited liability company step by step

Step 1. Establish the company concept and the role of the partners

Before drawing up the articles of association of a limited liability company, it is worth answering a few practical questions: who will be the shareholder, who will serve as a member of the management board, how decisions will be made, whether the shares should be equal, whether additional payments will be made, what rules will apply to the sale of shares, and whether the company will be financed solely by contributions or also by loans, additional payments or external investment.

This step shouldn't be treated as a formality. A simple S24 agreement may suffice for a simple project, but with several partners, an investor, a foreign partner, planned financing, or a business model based on intellectual property, a customized agreement in the form of a notarial deed will often be a better solution.

Step 2. Prepare the share capital and share structure

The share capital of a limited liability company must be at least PLN 5,000. It is divided into shares with a nominal value of no less than PLN 50. The shares may have equal or unequal nominal values, depending on the structure of the articles of association. If a shareholder may hold more than one share, the shares must be equal and indivisible.

Contributions may be cash or non-cash, i.e., contributions in kind. In the case of contributions in kind, particular care must be taken to correctly describe the contribution and its valuation. Errors in this regard can cause registration, tax, and accounting problems, and even future disputes between partners.

It's also worth remembering that minimum share capital doesn't always reflect the actual needs of a business. A company must have funds for initial costs, including accounting, legal services, taxes, a bank account, utilities, salaries, licenses, and marketing. Too little capital and a lack of a financing plan can quickly hamper ongoing operations.

Step 3. Choose the method of establishing a company: S24 or notarial deed

A limited liability company can be established in two basic ways:

via the S24 system, or
traditionally, by signing the company agreement in the form of a notarial deed and submitting an application via the Court Register Portal.

The choice of mode influences the costs, registration time and the degree of freedom in preparing the contract.

Mode	When is it worth it?	Limitations
S24	Lower court fees, online process, fast track with simple structures.	The limited content of the contract or the standard form is not always sufficient in the case of several partners, an investor or more complex decision-making rules.
Notarial deed	Possibility of preparing an individual contract, better security of partners' relations, greater flexibility.	Higher costs, the need for a notary, and usually longer document preparation times.

Step 4. Prepare the limited liability company agreement

The company agreement (articles of association of a limited liability company) should specify at least the company name and registered office, the scope of business, the amount of the share capital, whether a shareholder may have more than one share, the number and nominal value of shares taken up by individual shareholders and the duration of the company, if defined.

In practice, a good company agreement includes more than the statutory minimum. It's worth considering provisions regarding representation, restrictions on the transfer of shares, pre-emptive or preferential rights, additional payments, share redemption, resolution rules, quorum requirements, recurring non-cash benefits, payment of interim dividends, and resolution of decision-making impasses.

This is particularly important in companies established by more than one partner. At the beginning, the risks often seem theoretical, but practice shows that the lack of clear rules for exiting the company, division of responsibilities, and financing can be one of the most common causes of ownership conflicts.

Step 5. Submit an application to the National Court Register and pay the registration fee

A limited liability company in Poland is established as a legal entity upon entry into the National Court Register (KRS). Prior to that, after concluding the articles of association, it operates as a limited liability company in organization. The registration application is submitted electronically, and the application must be accompanied by the required documents, including the company's articles of association, management board statements, and a list of shareholders.

When registering through S24, the court fee is lower than when registering a contract concluded with a notary. Civil law transaction tax must also be added to the costs. If the contract is concluded with a notary, the notary collects the PCC tax. With S24, the company is responsible for settling the PCC tax.

Mode	Basic fees	Comments
S24	250 PLN court fee	PCC is 0.5% of the tax base; with S24, the company files PCC-3 and pays the tax itself.
Notarial deed / PRS	500 PLN court fee + notary fee	A notary usually collects PCC; the amount of the fee depends on, among other things, the share capital and the scope of activities.

Step 6. Complete your post-registration obligations

Entry into the National Court Register (KRS) does not conclude the organizational process. A new company must organize its tax, accounting, banking, and organizational matters. In practice, this typically means opening a bank account, concluding a contract with an accounting firm or selecting a bookkeeping model, submitting supplementary data on the NIP-8 form, verifying VAT registration requirements, reporting beneficial owners to the Central Register of Registered Beneficial Owners (CRBR), and preparing basic corporate documents.

Duty	What does it involve?
NIP-8	Reporting supplementary data, e.g. bank accounts and the location of accounting records.
VAT-R	Register as an active VAT payer if the company loses its right to exemption or waives it. From 2026, the basic personal exemption limit is PLN 240,000 per year.
CRBR	Reporting the company's beneficial owners. New entities entered in the National Court Register should submit their reports within 14 business days.
Bank account	A business account is needed for, among other things, tax settlements, business payments, and registering the account on the VAT whitelist if the company is a VAT payer.
Accounting books	A limited liability company maintains full accounting, regardless of the scale of its operations.
Corporate documentation	It is necessary to keep a share register, adopt resolutions, prepare minutes and lists of shareholders.

When should a limited liability company register for VAT?

Merely registering a limited liability company does not automatically mean that the company is an active VAT payer. An entrepreneur can benefit from the subjective exemption if the value of sales does not exceed the statutory limit.

From January 1, 2026, this limit is PLN 240,000 per year. However, the exemption is not always available; the VAT Act provides for exemptions for certain goods and services, and voluntary registration can be beneficial when a company incurs high capital expenditures or works primarily with VAT payersVAT registration for Polish and foreign entrepreneurs – do it with us!

It's worth making a VAT decision before your first sale. A mistake at the outset could result in tax arrears, the need to correct invoices, or the loss of the right to deduct input tax.

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The most common mistakes when establishing a limited liability company

selection of the S24 template despite the need for individual safeguards in the articles of association;
imprecise subject of activity and random selection of PKD codes;
lack of rules for the sale of shares, additional payments, dispute resolution and the exit of a partner from the company;
confusing the limited liability of shareholders with the lack of liability of management board members;
failure to comply with obligations after registration, including NIP-8, VAT-R or CRBR;
lack of a financing plan for the first months of operation and late launch of accounting.

Support from TGC Corporate Lawyers and Crowe Poland

Establishing a limited liability company is a decision that has legal, tax, accounting, and organizational consequences. Therefore, it's important to ensure proper preparation at the business structure planning stage.

TGC Corporate Lawyers experts support entrepreneurs in the process of establishing a company, helping to mitigate risk and smoothly navigate all key stages. We advise on issues such as choosing the optimal form of business, tax and accounting obligations, VAT registration, preparing for full accounting, and organizing financial processes in accordance with Polish regulations.

If you're planning to establish a limited liability company, amend your articles of association, bring in an investor, reorganize a group, or purchase an existing company, it's worth consulting the terms and conditions before signing the documents. A well-designed structure reduces risk and facilitates business growth.

Planning to establish a limited liability company?

Schedule a consultation with a Crowe expert.

FAQ: frequently asked questions about a limited liability company

What is the minimum share capital of a limited liability company?

The minimum share capital of a limited liability company is PLN 5,000, and the nominal value of one share cannot be lower than PLN 50.

Can one person establish a limited liability company?

Yes, a limited liability company can be a single-member company. However, it's important to remember the specific tax, insurance, and formal implications, especially when the sole shareholder is also a member of the management board.

Are the partners of a limited liability company liable for its debts?

As a rule, partners are not liable for the company's obligations with their own assets. They are responsible for the value of their contributions and any additional benefits arising from the articles of association.

Is a management board member liable for the company's obligations?

In certain situations, yes. The risk of liability for management board members arises, among other things, when enforcement against the company proves ineffective and the management board fails to demonstrate grounds for exemption from liability.

Is it better to set up a company through S24 or through a notary?

S24 works well for simple, standard company. A notarial deed is usually preferable when there are several partners, an investor is expected to join the company, or individual provisions are needed to protect the partners.

Does a new limited liability company have to be a VAT payer?

Not always. As of 2026, the VAT exemption limit is PLN 240,000 per year, but some businesses are exempt from the exemption. Voluntary registration can also be beneficial.

What obligations must be fulfilled after entry into the National Court Register?

Most often, you need to open a bank account, submit NIP-8, check VAT-R, report beneficial owners to CRBR, start full accounting and organize corporate documentation.

Anna Szczerba

Director of Company Law Department and Corporate Secretarial ServicesCrowe Poland

+48 22 295 30 00