Limited Liability Company (Sp. z o.o.) for Foreigners in Poland

More and more foreigners are deciding to start a business in Poland. Stable laws, a rapidly growing economy, and Poland’s central location within the European Union make it an increasingly attractive place for investment.

One of the most popular business forms is the limited liability company (spółka z ograniczoną odpowiedzialnością, or sp. z o.o.) – a safe, flexible structure available to both EU and non-EU citizens.

In this article, we explain how a foreigner can establish an LLC (Sp. z o.o.) in Poland, what requirements must be met, the benefits of this form, and what documents are needed.

What is a Limited Liability Company (Sp. z o.o.)?

A spółka z o.o. is a type of business in which the partners’ liability is limited to the amount of their contributed shares.
This means that if the company faces financial difficulties, the owner’s private assets remain protected.

It is one of the safest and most flexible business structures — especially for foreigners who may not yet have a stable legal or residence status in Poland.

Can a Foreigner Establish a Limited Liability Company in Poland?

Yes. According to Polish law, foreigners may establish and operate companies in Poland on the same terms as Polish citizens if they come from:

• European Union (EU) or European Economic Area (EEA) countries,Switzerland or the United States (based on reciprocity agreements).
  

Foreigners from other countries can also form a company, provided they hold a residence title that allows them to conduct business, such as:

• a temporary residence card with the note “access to the labor market,”
• permanent residence card,
• EU long-term resident status,
• a residence permit for the purpose of conducting business.

Why Is a Sp. z o.o. A Good Choice for Foreigners?

A limited liability company is particularly advantageous because it:

• does not require a PESEL number or address registration (can be managed via proxy),
• limits financial risk — partners are not personally liable for company debts,
• can be registered entirely online via the S24 or eKRS systems,
• allows hiring employees, signing contracts, and settling VAT,
• helps in obtaining a temporary residence permit for business activity,
• can be 100% foreign-owned — no Polish shareholder is required.
  

Step-by-Step Guide: How to Establish a Sp. z o.o. as a Foreigner

1. Choose a Company Name and Registered Office

The name must be unique and include “spółka z ograniczoną odpowiedzialnością” or “sp. z o.o.”
The registered office can be in any Polish city — e.g., Warsaw, Kraków, Wrocław.
Foreigners often use a virtual address or law firm address (which Migration Matters can arrange).

2. Draft the Company Agreement

The company agreement defines key details such as the name, address, share capital, ownership structure, management board, and representation rules.
It can be prepared:

• traditionally, before a notary, or
• online, through the S24 platform (requires an electronic signature or Trusted Profile).
  

3. Pay the Share Capital

The minimum share capital for a sp. z o.o. is 5,000 PLN.
It can be contributed in cash or as assets (e.g., IT equipment, license, or car).

4. Register in the National Court Register (KRS)

This is the key step that finalizes the company’s formation.
Registration can be completed:

• online at ekrs.ms.gov.pl, or
• through a notary (if the agreement was signed traditionally).
  After KRS registration, the company gains legal personality and can operate on the market.
  

5. Obtain NIP and REGON Numbers

These are assigned automatically after KRS registration.
If the company intends to trade in Poland or the EU, it should also register for VAT (VAT-UE).

6. Report to the CRBR Register

Every company must report its ultimate beneficial owners to the Central Register of Beneficial Owners (CRBR) within 7 days of registration.

7. Open a Bank Account

Most banks require the presence of a board member, but in some cases this can be done remotely or through a proxy.

Estimated Costs and Timeframe

Total time: from 3 to 14 days, depending on the registration method.

Does Owning a Sp. z o.o. Grant the Right of Residence?

Not automatically.
Company registration alone does not grant legal residence in Poland.
However, it serves as a basis for applying for a temporary residence permit for business purposes — provided that the company actually operates, generates income, and employs staff.

This is a common path for entrepreneurs from Ukraine, Belarus, Georgia, and India.

Common Mistakes Foreigners Make When Registering a Company

• No power of attorney for a Polish lawyer — complicates communication with authorities.
• Incorrectly translated documents — only sworn translations are accepted.
• Failure to report to the CRBR — fines up to 1 million PLN.
• No accounting plan — sp. z o.o. requires full bookkeeping.
  

For these reasons, many foreigners choose comprehensive assistance — from company registration to accounting and residence legalization.

How We Can Help

At Migration Matters, we’ve been assisting foreigners in Poland for years with starting and managing their businesses. We offer:

• registration of limited liability companies (also fully online),
• preparation of all documentation (agreement, power of attorney, CRBR, NIP, VAT),
• support in obtaining residence permits for business purposes,
• legal and translation assistance,
• tax and accounting advisory.
  

Contact us — we’ll guide you through the entire process smoothly and without errors.

A limited liability company for foreigners is an ideal solution for anyone who wants to run a legal, secure, and growing business in Poland.
With online registration, limited liability, and easy access to the EU market, Poland is a great place to start. With Migration Matters, you can register your company quickly, legally, and without leaving your home!