Registering a limited liability company (sp. z o.o.)

The articles of association of a sp. z o.o. is the most important founding document. It must include:

Mandatory elements

• Company name and registered office
• Business object (PKD codes)
• Share capital amount (minimum PLN 5,000)
• Number and nominal value of shares (minimum PLN 50 per share)
• Duration of the company (if fixed)

Form of the articles

• S24 portal — articles based on a standard template, signed electronically (Trusted Profile or qualified signature). Limited customisation, but faster and cheaper.
• Notarial deed — full freedom to customise, requires a visit to a notary. Required if you want to make in-kind contributions (apports).

For a single-shareholder sp. z o.o. the articles of association are replaced by a founding act.

After signing the articles of association you must open a bank account in the name of the company in formation.

Why do you need an account?

• Depositing share capital (minimum PLN 5,000)
• Paying the KRS application fee
• Day-to-day operations after registration

Documents required at the bank

• Articles of association (notarial deed or S24 printout)
• Identity documents of shareholders and board members
• Resolution appointing the management board

Until registration in the KRS the company operates as a sp. z o.o. w organizacji (company in formation) — the bank will open an account in that form.

Before submitting the KRS application, the shareholders must make contributions to cover the share capital.

Minimum requirements

• Share capital: minimum PLN 5,000
• Nominal value of one share: minimum PLN 50
• Contributions may be cash or in-kind (apports) — apports only in the traditional variant

Cash contributions

• Transferred to the company's bank account in formation
• All contributions must be made before submitting the KRS registration application
• The management board files a declaration of contribution (attachment to the KRS application)

In the S24 variant share capital must be entirely cash and paid within 7 days of registration.

You submit the company registration application electronically via the S24 portal (ekrs.ms.gov.pl).

How to apply?

1. Log in to S24 portal using a Trusted Profile or qualified signature
2. Complete the KRS application form — the system generates it based on the articles of association
3. Attach the required documents (management board declaration, shareholder list, delivery addresses)
4. Pay the fee electronically
5. Sign and submit

Processing time

• The registration court processes the application within 1 business day of receipt
• In practice, S24 registration takes 1–3 business days

Application attachments

• Management board declaration of contribution
• Shareholder list showing the number and value of each shareholder's shares
• Delivery addresses for board members
• Consent of persons appointed to the management board (if they did not sign the application)

You submit the company registration application to the district court (commercial court — National Court Register) with jurisdiction over the company's registered office.

Since 1 July 2021 — electronic only

Even in the traditional variant (with a notarial deed) the KRS application is submitted via the Court Register Portal (prs.ms.gov.pl) — not on paper.

How to apply?

1. Log in to prs.ms.gov.pl using a Trusted Profile or qualified signature
2. Complete form KRS-W3 (registration of a sp. z o.o.)
3. Attach scanned documents (articles of association, declarations, lists)
4. Pay the fee electronically
5. Sign and submit

Processing time

• The registration court processes the application within 7 days of receipt
• In practice: 1–4 weeks (depends on court workload)

Attachments

• Articles of association in notarial deed form
• Management board declaration of contribution
• Shareholder list
• Specimen signatures of board members (notarially certified)
• Delivery addresses for board members
• Proof of payment of court fee and MSiG publication fee

After the KRS entry the company automatically receives a NIP (Tax Identification Number) and REGON (statistical number).

How it works

• The registration court transmits the data to the tax office (NIP) and Central Statistical Office (REGON)
• NIP and REGON are assigned automatically and are visible in the KRS extract
• No separate applications needed

Waiting time

• NIP: up to 3 business days from the KRS entry
• REGON: usually automatic with the KRS entry

Verification

• NIP: check at podatki.gov.pl
• REGON: check at stat.gov.pl
• KRS: check at ekrs.ms.gov.pl

After KRS registration you must register the company as a contribution payer with ZUS.

Deadlines

• Payer registration (ZUS ZPA): 7 days from the KRS entry
• Registration of employees/contractors (ZUS ZUA): 7 days from the date of employment
• Shareholders — each individual shareholder registers themselves for insurance (ZUS ZUA/ZZA)

How to register?

• Via PUE ZUS (Electronic Services Platform) — online
• At a ZUS branch — in person
• Via the Płatnik or ePłatnik software

Note on single-shareholder sp. z o.o.

The sole shareholder of a single-shareholder sp. z o.o. is treated as a self-employed person and must pay full ZUS contributions (the start-up relief and preferential contributions do not apply).