In the age of digitalization, many administrative processes are moving online, and starting a company is no exception. Poland offers the possibility of quick, electronic registration of a limited liability company (Spółka z ograniczoną odpowiedzialnością – Sp. z o.o.) via the S24 system. However, is this attractive option realistically available to foreigners, especially those residing outside Poland? Let’s check.
What is the S24 system? Quick online LLC registration
The S24 system is a special portal of the Ministry of Justice (available on the eKRS portal) that allows for the establishment of a simple limited liability company online. Its main advantages are:
- Speed: Registration of the company in the National Court Register (KRS) can occur even within 24-48 hours of submitting the application.
- Lower Cost: The court fee for S24 registration is lower than for traditional registration, and you also save on notary fees because the articles of association are generated based on a standard template available in the system.
- Convenience: The entire process takes place online, without the need to visit a court or a notary.
Limitation: The main limitation of S24 is the mandatory use of a standard template for the articles of association, which means less flexibility in shaping its provisions compared to articles drafted by a notary.
The key S24 requirement: polish electronic signature or trusted profile
To use the S24 system, all persons signing the documents electronically (i.e., all founding shareholders and all members of the initial management board) must possess one of two tools for electronic identification and signature, recognized within the Polish legal system:
- Qualified electronic signature: Issued by certified providers in Poland or other EU countries, but obtaining one often requires personal identity verification.
- Trusted signature (Profil Zaufany ePUAP): A free tool linked to the Polish electronic identification system.
This is a hard requirement: The S24 system technically requires the use of one of these two types of signatures. Without them, it is impossible to sign the application or the articles of association in this mode.
The challenge for a foreigner: how to obtain the required signature/profile?
And here we come to the core problem for many foreigners, especially those residing abroad:
- Trusted Profile (Profil Zaufany):
- The easiest way to confirm it is through a Polish bank account that offers this service. However, this requires opening an account beforehand, which often involves having a PESEL number and visiting Poland.
- It can be confirmed in person at a confirmation point in Poland (e.g., tax office, ZUS office, post office) – this requires physical presence.
- For people abroad, there is a theoretical possibility of confirming the Trusted Profile at selected Polish consulates, but the availability of this service is limited and also requires a personal visit to the consulate.
- A PESEL number, although not always formally required to create a Trusted Profile, is often practically necessary for its smooth confirmation and subsequent use.
- Qualified Electronic Signature:
- Although it can be purchased from certified providers (including those operating internationally), the process of issuing the certificate always requires reliable identity verification. Conducting this verification entirely remotely, from abroad, for a person without prior connections to Poland, can be very difficult or impossible with many providers.
Conclusion: For a foreigner residing abroad, without a PESEL number and without the possibility of visiting Poland/a consulate, remotely obtaining the electronic signature or Trusted Profile required for S24 is practically very difficult.
When CAN a foreigner use S24?
Electronic registration via S24 becomes a realistic option for a foreigner if:
- They already possess a PESEL number and an account in a Polish bank, which allowed them to set up and confirm a Trusted Profile online.
- They already possess a valid Polish qualified electronic signature.
- They are legally residing in Poland and can go to a confirmation point to activate their Trusted Profile.
- They are setting up the company jointly with other persons (e.g., Poles) who possess the required signatures and can technically perform the registration – however, all shareholders and board members must provide their electronic signatures, which brings back the problem of the foreigner having one.
Alternative to S24: representative (PoA) and traditional/electronic PRS registration
If the fast S24 track is unavailable to you due to the lack of the required signature, the main alternative for remotely establishing a company remains acting through a representative (pełnomocnik) in Poland:
- You grant a Power of Attorney (PoA) (drafted abroad, affixed with an Apostille or legalized, and translated by a sworn translator) to a person or law firm in Poland.
- The representative acts on your behalf to sign the articles of association (usually before a notary, allowing for customization) and submits the registration application to the KRS.
- Applications to the KRS are now mainly submitted through the Court Registers Portal (Portal Rejestrów Sądowych – PRS), which also requires a Trusted Profile or qualified signature – but in this case, your representative signs and submits the application using their own signature/profile.
This method is slower and more expensive than S24 but is a reliable way for a foreigner to remotely establish a company without a Polish e-ID.
Scenario: remote S24 registration – An (un)successful attempt
David, a UK citizen, wants the fastest way to set up a simple LLC in Poland remotely to start providing consulting services. He hears about the S24 system and tries to register the company online from London. He quickly realizes the system requires him to use a Trusted Profile or a Polish qualified signature. He explores the options: confirming a Trusted Profile at the consulate in London is not possible at the moment, and obtaining a qualified signature remotely proves complicated and time-consuming. Ultimately, David decides to cooperate with a Polish law firm and grants a lawyer a Power of Attorney (with Apostille and translation) to establish the company for him through the traditional route (articles at a notary, application via PRS).
Summary: S24 for a foreigner – Fast, but accessible?
The S24 system offers the fastest and cheapest method for registering a simple LLC in Poland. However, its key requirement – possession of a Polish electronic signature or Trusted Profile – constitutes a significant barrier for most foreigners residing abroad, especially those without prior connections to Poland.
How can we help? S24 or representative?
If you are considering setting up a company in Poland online, our law firm can:
- Help you assess whether the S24 system is realistically accessible to you in your current situation (whether you have or can obtain the required signature/profile).
- If S24 is not feasible, provide comprehensive company registration services using the traditional method, acting as your representative based on a properly prepared and certified Power of Attorney.
- If you are already in Poland, assist you in obtaining a PESEL number and setting up a Trusted Profile, which will open the door to S24 and other e-services.
Although S24 tempts with speed, for many foreigners setting up a company remotely, the proven and reliable path remains acting through a representative. It is important to realistically assess the available options and choose the one that is feasible for you.
(Please remember that the information in the article is general. Technical requirements of the S24 and PRS systems, as well as procedures for obtaining electronic signatures and Trusted Profiles, may change. Always verify current information on official government portals or consult a lawyer.)
