Poland, with its dynamically growing economy and strategic location in Europe, attracts an increasing number of entrepreneurs from abroad. If you are a foreigner considering starting your own business activity in Poland, this guide will explain the basic rules and available options. It is crucial to understand that the possibilities for establishing a company largely depend on your citizenship and residence status in Poland.

Who can start a company in Poland? Basic rules

As a general principle, Poland guarantees the freedom to undertake business activity, but under different rules depending on the entrepreneur’s origin:

  • Citizens of European Union (EU) Member States, European Economic Area (EEA) countries, and Switzerland: Can generally undertake and conduct business activity in Poland on the same terms as Polish citizens. This means full access to all legal forms, including the simplest one – sole proprietorship (JDG).
  • Third-Country Nationals (from outside EU/EEA/Switzerland): Their rights to establish and run a company in Poland are more varied and often depend on their residence title (e.g., visa, residence permit).

Available legal forms of business for foreigners

Here are the most popular forms of doing business in Poland and the rules of their availability for foreigners:

1. Sole Proprietorship (Jednoosobowa Działalność Gospodarcza – JDG):

  • Characteristics: The simplest form, where the entrepreneur is liable for the company’s obligations with all their assets. Registered in the Central Registration and Information on Business (CEIDG).
  • Availability for Third-Country Nationals: The possibility of establishing a JDG is limited and mainly available to foreigners holding in Poland:
    • A permanent residence permit.
    • An EU long-term resident permit.
    • A temporary residence permit issued for specific purposes, e.g.:
      • for family reunification (as a family member of a Polish citizen or a foreigner meeting certain conditions),
      • for full-time studies,
      • EU Blue Card holders after a specific period of stay in PL.
    • Refugee status or subsidiary protection.
    • A valid Pole’s Card (Karta Polaka).
    • Other residence titles listed in the Entrepreneurs’ Law Act or special acts (e.g., certain rights for Ukrainian citizens covered by the so-called special act – worth verifying currently).
  • Conclusion: If you do not belong to any of the eligible groups, as a rule, you cannot register a JDG in Poland.

2. Limited Liability Company (Spółka z ograniczoną odpowiedzialnością – Sp. z o.o.) / Joint-Stock Company (Spółka Akcyjna – S.A.): 

  • Characteristics: Capital companies with legal personality. The liability of shareholders is limited. Registered in the National Court Register (Krajowy Rejestr Sądowy – KRS). Sp. z o.o. is much more popular due to lower capital requirements and simpler structure.
  • Availability for Third-Country Nationals: As a rule, any foreigner, regardless of their residence permit or nationality, can establish or become a shareholder in a Sp. z o.o. or S.A. in Poland. This is the most common and universal solution for foreigners who do not qualify to set up a JDG.
  • Requirements: Need for articles of association (usually in the form of a notarial deed, though online S24 registration is possible for simple Sp. z o.o.), payment of share capital (min. PLN 5,000 for Sp. z o.o.), appointment of a management board.

3. Partnerships (e.g., Registered Partnership – Spółka Jawna, Limited Partnership – Spółka Komandytowa):

  • These are partnerships without legal personality (except for limited joint-stock partnership). A foreigner’s right to be a partner in such companies often depends on the same criteria as the ability to establish a JDG. Due to the complexity and requirements regarding partners’ residence status, they are less frequently chosen by foreigners than capital companies.

4. Branch or Representative Office:

  • Foreign entrepreneurs (foreign companies) can also open a branch of their company in Poland or, to a limited extent (only advertising and promotion), a representative office. Separate regulations govern their establishment.

Steps for starting a company (general outline)

Regardless of the form, the process of setting up a company usually involves:

  1. Choosing the legal form: Appropriate for your legal situation and business plans.
  2. Registration: In CEIDG (for those eligible for JDG) or in KRS (for companies). This can be done online (Trusted Profile, S24 for Sp. z o.o.) or traditionally.
  3. Obtaining NIP and REGON numbers: Often assigned automatically upon registration in CEIDG/KRS. NIP is essential for tax settlements.
  4. Opening a company bank account.
  5. Registering with ZUS: As a contribution payer (if you will hire employees) and/or as an insured person (if you are subject to insurance due to business activity).
  6. Registering as a VAT taxpayer: If required or beneficial for your business.

Legalizing stay based on running a business

It is very important to distinguish: simply registering a company in Poland (e.g., a Sp. z o.o.) does not automatically grant the right to stay in Poland.

Running a business can be a basis for applying for a temporary residence permit for the purpose of conducting business activity, but additional conditions must be met. The foreigner must demonstrate that their company:

  • Generates sufficient income OR
  • Employs a certain number of employees OR
  • Has the funds or undertakes activities enabling these conditions to be met in the future.

Additionally, if a foreigner is to serve on the management board of the Sp. z o.o. they established, they might need a Type B work permit unless exempt, OR this can be combined with the residence permit application under specific conditions.

Scenario: programmer from India sets up an LLC (Sp. z o.o.)

Ravi, a programmer from India, wants to provide IT services in Poland as a freelancer but does not have a permanent residence card or other title allowing him to set up a JDG.

  1. He decides the best option is a single-member limited liability company (Sp. z o.o.), where he will be the sole shareholder and president of the management board.
  2. With legal assistance, he prepares the articles of association and registers the company in the KRS via the S24 online portal or through a notary. He pays the required share capital of PLN 5,000.
  3. The company obtains NIP and REGON numbers. Ravi opens a company bank account and registers the company for VAT.
  4. Ravi, while legally staying in Poland (e.g., on a business visa or other basis), applies to the voivode for a temporary residence permit for the purpose of conducting business activity, attaching a business plan, company documents, and evidence of its development potential. He must also prove he has insurance and means of subsistence.
  5. If he receives the residence permit, he will be able to legally live in Poland and manage his company.

Key issues for the foreign entrepreneur

  • Carefully verify your residence status to choose an available and optimal legal form for your company.
  • Remember the need for separate legalization of your personal stay, if registering the company itself does not provide this.
  • Familiarize yourself with Polish tax regulations (PIT/CIT, VAT) and obligations towards ZUS.
  • Be prepared for potential language and cultural barriers – consider support from a translator or local advisor.

How can we help a foreigner start a company?

The process of setting up a company in Poland by a foreigner, especially choosing the right form and linking it with residence legalization, can be complex. Our law firm offers support including:

  • Advice on choosing the most advantageous legal form of business depending on the foreigner’s status.
  • Assistance with the process of registering companies in KRS and JDG in CEIDG (for those eligible).
  • Advice regarding residence legalization requirements related to conducting business activity.
  • Assistance in obtaining necessary work permits (e.g., Type B for board members).
  • General legal and compliance advice for newly established foreign-owned companies.

Poland is open to foreign entrepreneurs, offering various opportunities to conduct business. The key to success is choosing the right legal path and completing all formalities related to both the company and your own legal stay. Contact us to discuss your plans and get professional support.

(Please remember that the information contained in this article is general in nature. Regulations concerning business activity and the stay of foreigners are complex and may change. Always consult your individual situation with a lawyer, tax advisor, or use official government portals, e.g., biznes.gov.pl.)

Facing deportation from Poland? Find out how you might avoid or postpone it
How can a foreigner start a company in Poland while being abroad?