Guide · Business
Can you set up a Polish company without flying to Poland?
By Natalia Przewoźnik, Trainee Attorney
Polish law lets a company be formed by a representative acting under a power of attorney, so the founder can stay in the United States. The route Polish residents use online is the one that usually fails from abroad, and the reason is the signature, not the company.
Key points
- A Polish limited liability company can be formed by one person, needs share capital of at least 5,000 zł, and its shareholders do not answer for its debts out of their own money (Commercial Companies Code, Articles 151 and 154 § 1).
- There are two routes. The online template is signed in a government system with a Polish trusted profile, a Polish ID card or an electronic signature qualified in the European Union (Article 157(1) § 2) - which is exactly what someone living in the United States usually does not have.
- The route that works from abroad is the notarial one: you sign a power of attorney, your representative signs the company agreement before a Polish notary, and you stay where you are.
- At the statutory minimum capital the official charges come to about 785 zł plus VAT on the notary's fee: 25 zł of transaction tax, 500 zł to the court, 100 zł for the announcement and up to 160 zł for the notary.
- Two deadlines decide the matter: the agreement dissolves if the company is not filed for registration within six months (Article 169 § 1), and the beneficial owner has to be reported within 14 days of registration, in a filing the management board signs itself.
Yes, and in most of the matters we run that is how it is done. Polish law nowhere requires a founder to be in Poland, or even in Europe, on the day a company is formed. What it does require is a particular form for the company agreement and a signature the Polish system accepts - and that second requirement is the only real obstacle for a founder in the United States. Below are both routes, what each one costs, and what has to be settled before anything is signed.
What are you actually forming?
In almost every case the answer is a spółka z ograniczoną odpowiedzialnością, the Polish limited liability company. It is a separate legal person: it owns its assets, signs its own contracts and answers for its own debts. One person can form it and hold all the shares, with a single exception - it cannot be formed solely by another single-member limited liability company (Article 151 § 2). Until it is entered in the register it exists as a company in organization, which can already acquire rights, take on obligations, sue and be sued (Article 11 § 1); on the day of entry it becomes the company itself and acquires legal personality (Article 12).
The amount stated in the company agreement and divided into shares. It must be at least 5,000 zł, and no share may have a nominal value below 50 zł (Article 154 § 1 and § 2). It is not a deposit frozen in a bank account: the money is contributed to the company and the company then spends it on its own business.
Can you do it online through the S24 system?
Poland has an online formation route, known from the name of the form as S24: the company agreement is concluded by filling in a template made available in the court's ICT system (Article 157(1) § 1). It is fast and the court fee is half. The obstacle sits in the next paragraph of the same article. The template has to be signed with a qualified electronic signature, a trusted signature or a personal signature (Article 157(1) § 2). A trusted profile is opened with a Polish PESEL number, the personal signature sits on a Polish identity card, and a qualified electronic signature comes from a provider on the European Union trusted list. An electronic signature bought from an American service, however secure it is, is none of the three.
Two further limits matter even once the signature is solved. A company formed on the template takes cash contributions only, and the capital has to be paid within seven days of registration (Article 158 § 1(1)). And the filing deadline is seven days from the agreement rather than six months (Article 169 § 2), which leaves no room for a document to arrive late from abroad.
A standard company agreement made available in the court's ICT system, completed on screen and signed electronically. Its wording cannot be changed, so anything the founders want to arrange differently - how shares are sold, how the board decides - has to wait for a later amendment made before a notary.
How does the notarial route work from the United States?
Outside the template, the company agreement must be made in the form of a notarial deed (Article 157 § 2). You do not have to be in the room. A power of attorney lets your representative sign it for you, and because the act itself requires a notarial deed, the power of attorney has to be given in the same form (Civil Code, Article 99 § 1). Whether a deed drawn up before a notary public in the United States satisfies that, or whether the power of attorney has to be signed before a Polish consul, is something we settle with the Polish notary before you sign rather than after. Our guide on signing a power of attorney in the U.S. for a matter in Poland sets out that step, including when an apostille and a sworn translation are enough and when they are not.
The deed is then filed with the register. A notarial deed placed in the central repository of electronic extracts does not have to be attached: the application quotes its number instead (National Court Register Act, Article 19d). Along with it go the company agreement, a declaration by all board members that the contributions have been made in full, proof of the appointment of the company's officers, and the list of shareholders (Articles 167 § 1 and § 2).
The application itself is signed by all members of the management board (Article 164 § 1) and can be filed only through the court's ICT system (National Court Register Act, Article 19(2)). That is where an electronic signature is needed again, so who sits on the first board is a practical question as much as a corporate one. It is worth settling before the deed is signed, because if the company is not filed within six months of the agreement, the agreement dissolves (Article 169 § 1).
The court register in which Polish companies are entered, kept by the registry courts. Entry is what turns a company in organization into a company with legal personality, and the entry data are public - anyone dealing with your company can read who its board members are and who holds the shares.
What has to be decided before anything is signed?
The company agreement has to state the name and the seat of the company, the objects of its activity, the amount of the share capital, whether a shareholder may hold more than one share, the number and nominal value of the shares taken by each shareholder, and the duration of the company if it is fixed (Article 157 § 1). Beyond the agreement, three more things have to be in place:
- A management board. The company cannot be formed without one (Article 163 point 3), and it is the board that files, signs and later answers for the company's filings.
- An address in Poland. The seat is a town, and the address is where the courts, the tax office and counterparties send mail. It has to be an address at which someone actually collects it.
- A declaration about foreign shareholders. The application to the register states whether the applicant is a foreigner within the meaning of the 1920 Act on the Acquisition of Real Estate by Foreigners (National Court Register Act, Article 19c). It matters later if the company is to own land - the subject of our guide on when Americans need a permit to own property in Poland.
What does the formation cost?
The official charges are fixed and modest. At the statutory minimum share capital of 5,000 zł they look like this.
| Charge | Amount | Basis and notes |
|---|---|---|
| Tax on the company agreement | 0.5% of the share capital, so 25 zł | Tax on Civil Law Transactions Act, Articles 6(1)(8)(a) and 7(1)(9). The base may be reduced by the notary's fee and the court fee (Article 6(9)). On the notarial route the notary collects it; on the template route the company files and pays within 14 days (Article 10). |
| Court fee for registration | 500 zł, or 250 zł on the template | Act on Court Costs in Civil Cases, Article 52(1) and (2). |
| Announcement in the Court and Commercial Gazette | 100 zł | Regulation on the Court and Commercial Gazette, section 6(1). |
| Notary | up to 160 zł plus VAT, plus 6 zł per page of each certified copy | Regulation on maximum notarial fees, sections 3(2) and 12(1). The cap rises with the share capital. |
| Beneficial-owner filing | free | Anti-Money Laundering Act, Article 61(2). |
Those are the charges the state takes. The fee of the lawyer who drafts the agreement and runs the registration, and of the accountant who takes over afterwards, is separate, and so is a sworn translation of the power of attorney. Figures checked in September 2026.
What happens once the company is registered?
The tax and statistical numbers arrive by themselves. NIP and REGON are entered in the register automatically once they come through from the tax and statistical registers, with no fee and no announcement (National Court Register Act, Article 20(1a) and (1d)). The first deadline that runs against you is a different one.
A public register of the people who ultimately control a company. A limited liability company has to report them within 14 days of its entry in the National Court Register (Anti-Money Laundering Act, Articles 58(4) and 60(1)(1)). The filing is made by a person authorized by law to represent the company and signed with a qualified electronic signature or a trusted profile - a lawyer cannot make it on your behalf (Article 61(1) and (4)). Failure to file on time carries a fine of up to 1,000,000 zł (Article 153(1)).
After that the company runs like any other Polish company: a bank account, bookkeeping, and corporate income tax at 19%, or 9% on revenue other than capital gains for taxpayers whose revenue stays within the equivalent of EUR 2,000,000 and who meet the further conditions of the Act (Corporate Income Tax Act, Article 19(1)).
Two points catch founders out. The first is social insurance: the shareholder of a single-member limited liability company is treated by the Social Insurance System Act as a person conducting business activity (Article 8(6)(4)), which is what makes contributions due for people covered by the Polish system (Article 6(1)). Whether it reaches a shareholder living in the United States is decided by the Poland-United States social security agreement, and it is worth settling before the shareholding is fixed rather than after. The second is the flip side of limited liability: if enforcement against the company proves ineffective, the members of the management board answer for its debts jointly and severally (Article 299 § 1). Limited liability protects the shareholders, not the board.
This article is general information about Polish law, not legal advice about your situation, and it does not cover U.S. tax consequences. Legal basis: the Commercial Companies Code (consolidated text, Journal of Laws 2024 item 18), Articles 11, 12, 151, 154, 157, 157(1), 158, 163, 164, 167, 169 and 299; the National Court Register Act (consolidated text, Journal of Laws 2025 item 869), Articles 19, 19c, 19d and 20; the Civil Code (consolidated text, Journal of Laws 2026 item 795), Article 99 § 1; the Act on Court Costs in Civil Cases (consolidated text, Journal of Laws 2025 item 1228), Article 52; the Tax on Civil Law Transactions Act (consolidated text, Journal of Laws 2026 item 191), Articles 6, 7 and 10; the Anti-Money Laundering and Counter-Terrorism Financing Act (consolidated text, Journal of Laws 2025 item 644), Articles 58, 60, 61 and 153; the Social Insurance System Act (consolidated text, Journal of Laws 2026 item 199), Articles 6 and 8; the Corporate Income Tax Act (consolidated text, Journal of Laws 2026 item 554), Article 19; the Regulation on maximum notarial fees (consolidated text, Journal of Laws 2024 item 1566), sections 3 and 12; the Regulation on the publication of the Court and Commercial Gazette (consolidated text, Journal of Laws 2017 item 1957), section 6. Amounts and provisions checked in September 2026.
Sources
This article is based on the acts listed below. Each link opens the text published by the Polish government, checked on September 20, 2026. Acts in force open as a consolidated text; historical acts are marked as such, with the date they stopped applying.
- Commercial Companies Codeconsolidated text, Journal of Laws 2024 item 18
- National Court Register Actconsolidated text, Journal of Laws 2025 item 869
- Civil Codeconsolidated text, Journal of Laws 2026 item 795
- Act on Court Costs in Civil Casesconsolidated text, Journal of Laws 2025 item 1228
- Tax on Civil Law Transactions Actconsolidated text, Journal of Laws 2026 item 191
- Anti-Money Laundering and Counter-Terrorism Financing Actconsolidated text, Journal of Laws 2025 item 644
- Social Insurance System Actconsolidated text, Journal of Laws 2026 item 199
- Corporate Income Tax Actconsolidated text, Journal of Laws 2026 item 554
- Regulation on maximum notarial feesconsolidated text, Journal of Laws 2024 item 1566
- Regulation on the publication of the Court and Commercial Gazetteconsolidated text, Journal of Laws 2017 item 1957
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