Błażej Sarzalski


Attorney, registered in the Regional Bar in Katowice, CEO at Sarzalski Consulting Sp. z o.o., an expert in a field of formation of commercial companies, corporate law, promissory notes and litigation.
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How to register LLC in Poland?

Błażej Sarzalski28 September 2015Komentarze (10)

Generally speaking, there are two options to create and register LLC in Poland. You can use electronic registration process or choose traditional way by concluding LLC agreement in notarial office and then file it to a court registry.

Both ways have their advantages and disadvantages.

Electronic way is quick and relatively easy. First you have to create your personal profile in electronic system of Ministry of Justice. You will be required to leave your personal data such as name and surename, date and place of birth, nationality, passport number and place of residence. After you succeed you will be able to electronically draft company’s agreement and sign it by means of electronic signature. After completing couple of documents you will be able to send application for registration to the selected court in Poland. You will have to pay court fees – 350 zlotys. There are multiple payment options available (including most of Polish banks, credit cards, PayPal). The court is obliged to recognize registration request in 24 hours, but in practice it sometimes takes 2 or 3 days, because all requests are processed only during working days.

Any disadvantages? Yes, as Polish language is one of the most difficult languages in the world and there is no English version of electronic system, you will be propably unable to go trough registration procedure without help of an interpreter. Note: Google Translate is not enough 🙂 Moreover in electronic registration process you will be able to sign only model company agreement. It is difficult to adjust this model articles to more sophisticated needs.

How can I help you in electronic registration process? Please contact me.

Traditional way is more difficut and not so fast as electronic one, hovewer it has ona big advantage – you can customise your company agreement as you like, it can reflect all your needs and offer better protection of your position in a company. It is very important especially in a companies with two or more shareholders that have opposing interests. In future you will find more interesting information about how company agreement may be customised. This kind of agreement must be signed in Polish notarial office, if you do not understand Polish the assistance of sworn interpreter must be provided.

After signing the board of the company is obliged to file paper request for registration to Polish court registry and pay court fee of 600 zlotys. It usually takes 2 or 3 weeks for court to process your request. As you can see it takes longer and it is more expensive as you will have to pay the notary and the intepreter and be personally present to sign company’s agreement.

Is there an option to customise the agreement without personal presence in Poland? Yes, please contact me for more details.

How can I help you?

    { 10 comments… read them below or add one }

    X-e-na January 22, 2016 at 00:54

    Fantastic blog! Congratulations.

    I am representing an American investor, who is considering opening a business in Poland. My advisors insist on creating a LP (komandytowa), instead of LLC (zoo), since – apparently – it is a better solution to avoid double taxation (CIT and PIT).

    Investor will provide majority (if not all) of seed capital and wants to “hire” board of directors (zarzad). Member of board will be built of people, who can bring Know-How and experience to the company but very little capital, if any.

    How I see it is, all board members will pay PIT only, so if the Investor is a member of board, can get his compensation this way. No need of double taxation. Am I right?


    Błażej Sarzalski January 22, 2016 at 09:43

    Thanks for you kind comment.

    It is more complicated than you describe it.

    Classic limited partnership must have at least two partners. General partner (who takes full responsibility for partnership and is liable for its debts) and limited partner who does not act as active side but only as investor, he or she provides money for LP. LP does not have board nor managers but only partners.

    This kind of entity is treated as “disregarded entity” (as Americans call it) – it does not pay income tax for itself but tax is paid by partners (CIT or PIT). If the investor is natural person, he or she must be registered for tax purposes in Poland and have social security registration as well – he or she will be obliged to pay social security fees in Poland (about 300 $ per month). In case of company there will be only need to register it for tax purposes. This is how it works and this is how you avoid double taxation of LLC which is always double taxed – CIT and then PIT on dividends.

    It is very popular to use limited company as general partner though, so maybe I will write more about it in a near future.

    As an alternative you can create LLC in Poland and hire investor as board member or advisor- then he or she will pay only PIT and company will have costs that will reduce its CIT obligations. If you need any kind of help or professional advice please e-mail me.


    X-e-na January 24, 2016 at 07:24

    Fantastic! Thanks a lot for your clear response. Will pass it on and be in touch hopefully soon!


    Zach October 17, 2017 at 04:57

    Hi, I’m a Non-EU resident who is planning on starting his business in Poland next month.

    Do we have to pay for ZUS? If yes, how much for a single member LLC with no other staffs.

    I’m planning on applying for a temporary residence after I set up my business and I see that I must have health insurance, If I pay for ZUS would it include health insurance? This whole social insurance concept is pretty different from where I come from, I feel like an Alien!

    And overall how long does it take to start an LLC using the first “faster” method? A Polish friend told me 10 days and I’m not sure.

    Kindest regards!


    Zach October 17, 2017 at 05:01

    P.S: When I said “overall” I meant getting a PESEL if obligatory so I’m not sure how long it takes as well.


    Błażej Sarzalski October 17, 2017 at 09:30

    In case of single member LLC with no staff ZUS is about 1100 zlotys / month and it is obligatory and includes statutory health insurance.

    First option is no longer an option for foreigners without PESEL number 🙁


    Zach October 17, 2017 at 11:37

    I have contacted them about the if PESEL was mandatory and they responded:
    “Currently, the S24 system allows the establishment of a limited liability company without a PESEL number. Here’s what you need to do to form a limited liability company (registration of a limited liability company online) https://www.biznes.gov.pl/przedsiebiorcy/biznes-w-polsce/zakladam-firme/rejestracja-dzialalnosci/rejestracja-spolki-z-o-o?inheritRedirect=true – the registration process step-by-step.”

    I’m a bit confused. I’ve read this article https://yourllcinpoland.com/poland-european-tax-haven-for-year-2017/
    What did you mean by no compulsory social insurance for corporate entities or its directors? And is there any way to avoid that high cost of ZUS?

    Thank you!


    Błażej Sarzalski October 17, 2017 at 14:05

    It is possible if you have certified electronic signature.

    Compulsory social insurance is for shareholder.


    Archana September 11, 2020 at 09:12

    For online registration, can we amend the model company agreement after we incorporate online to suit our company needs?


    Błażej Sarzalski September 11, 2020 at 09:21

    Yes, of course you can!


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