An investor entering a new market rarely knows what they don’t know. Over years of advising clients from several dozen countries, we have learned which questions come up most often — and which of them, if left unanswered, tend to create real problems down the line. Below are the most important ones.

Can I be the sole shareholder and sole director?

Yes. A single-shareholder LLC (Sp. z o.o.) is fully permitted in Poland. Two key constraints apply from the outset:

  • No cascading structures: Such a company cannot be the sole shareholder of another single-shareholder LLC.
  • No employment contract: The sole shareholder who also serves as the management board member cannot enter into an employment contract with the company. Their remuneration must be based on a shareholders’ resolution or a management services agreement.

Social insurance (ZUS)

The sole shareholder of a Polish LLC is, as a general rule, subject to social insurance contributions on the same basis as a self-employed individual.

Investors often try to avoid this by setting up two-person companies where the second shareholder holds a token stake (e.g. 1%). The Supreme Court resolution of 21 February 2024 (case ref. III UZP 8/23) held that a 99% shareholder in a two-person LLC need not pay ZUS contributions. That said, the resolution does not carry the force of a legal principle: it was passed by a three-judge panel rather than a full chamber or combined chambers, which are the only bodies whose rulings bind all Supreme Court panels. ZUS therefore retains the right to challenge structures where the minority shareholder has no genuine influence. A safe structure requires granting the second shareholder a genuine stake and their real involvement in company affairs. We strongly recommend individual legal advice and consider applying to ZUS for an individual interpretation.

⚠️ Warning: frequent mistake in single-director companies — Article 210 § 2 of the KSH Where the sole shareholder also serves as the sole management board member, every legal transaction between that person and the company — for example a loan, a car or apartment lease, or a services contract — must be executed in the form of a notarial deed, rendering it null and void if not (Article 210 § 2 of the KSH). The notary sends a copy of the deed to the registration court. An ordinary written agreement is legally non-existent. This is one of the most common and costly mistakes made by people running single-shareholder LLCs.

Must the management board member be a Polish resident or EU citizen?

No. Polish law imposes no nationality or residency requirements on shareholders or management board members. A company can be 100% foreign in terms of capital, management, and ownership. The only practical requirement is that each management board member has an address for service within the European Economic Area. If a board member resides outside the EEA, they do not need to have their own address there — it is sufficient to appoint a service agent in Poland (typically the law firm handling the company).

Can I register a company without visiting Poland?

Yes. Two routes are available:

  • S24 registration — fully online, using a qualified electronic signature compliant with eIDAS or a Polish Trusted Profile (Profil Zaufany / ePUAP). A Trusted Profile can be obtained remotely through the online banking of selected Polish banks.
  • Notarial power of attorney — the shareholder grants a notarised power of attorney in their home country (with Apostille or legalisation), and the law firm acts on their behalf for registration and all subsequent formalities.

What registration numbers does the company receive, and what are they used for?

After registration, the company automatically receives three numbers:

  • KRS — the National Court Register number, identifying the company in the judicial register.
  • NIP — the Tax Identification Number, used in all dealings with the tax administration. It simultaneously serves as the VAT number when prefixed with PL.
  • REGON — the statistical number assigned by the Central Statistical Office (GUS), required in dealings with ZUS and GUS.

Optionally, the company may also obtain: an EU VAT number (VIES), an EORI number (for international trade), and a BDO number (for entities required to maintain waste records).

What does running a Polish LLC actually cost per year?

This question is rarely asked before registration — and it should be. Here are the indicative fixed annual costs for a typical small LLC (excluding taxes, which depend on results):

  • Accounting: PLN 1,200–2,000 per month (approx. EUR 300–500 at current exchange rates) for a company with a low document volume (e.g. a dozen invoices per month, no employees). Companies with a full payroll or complex transaction structures typically pay PLN 2,000–5,000 per month or more (approx. EUR 500–1,200). This is usually the largest fixed operating cost for an early-stage company.
  • Annual financial statement: filed electronically with the KRS at no filing fee (cost typically included in the accounting service). A mandatory statutory audit applies to companies exceeding at least two of three thresholds set out in the Accounting Act: total assets exceeding EUR 2,500,000, net revenues exceeding EUR 5,000,000, and average annual headcount exceeding 50. Important: these thresholds are denominated in EUR, not PLN — at current exchange rates the revenue threshold corresponds to approximately PLN 20–22 million, meaning most small and medium companies are not subject to a mandatory audit. Audit cost: from approximately PLN 15,000 for a small company (approx. EUR 3,500).
  • Legal and corporate administration: annual shareholders’ meeting formalities (approving financial statements, profit distribution resolutions) typically cost PLN 2,000–4,000 per year. Ad hoc legal advice, contract amendments, and transactional work are charged at hourly rates (PLN 300–800 per hour depending on the firm and complexity).
  • Estimated annual minimum: for a small company without employees and limited activity — approximately PLN 18,000–25,000 per year (approx. EUR 4,000–6,000; accounting + legal + official fees). For a company with employees and active commercial operations, a realistic budget is PLN 20,000–40,000 per year and upwards (approx. EUR 5,000–10,000).

Is professional accounting mandatory?

Yes. Commercial companies (including LLCs) are legally required to maintain full accounting records under the Polish Accounting Act or International Accounting Standards (if the company elects IAS). Full bookkeeping means, among other things, monthly JPK_VAT files, quarterly or monthly CIT advance payments, and an annual financial statement. Working with a Polish accounting firm or tax adviser is standard practice and a practical necessity.

Does registering a company in Poland give me the right to reside there?

This is one of the most common questions we receive — and the answer is more nuanced than it first appears. A KRS entry alone confers no residence rights. A Polish company can, however, form the basis for a temporary residence permit for business purposes — provided the applicant can show that the company is genuinely operational. Immigration authorities look for documented revenue, employment, or a credible and funded business plan. A dormant company with no activity will not satisfy the test.

Have a question not covered above? Write to Destrier Law Firm. We respond within 24 hours and offer a complimentary initial consultation for every new inquiry.

Legal position as of: May 2026. This article is for informational purposes only and does not constitute legal advice. We recommend seeking individual legal advice before making any decisions.