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Limited liability companyPrint

A limited liability company may be established for any purpose admissible by law.

A limited liability company is a legal person (what is legal personality?)

Who may set up a limited liability company?

A limited liability company may be set up by one or more natural persons or organizational units without legal personality to whom a relevant legislative act grants legal capacity (e.g. civil law partnership) (what is a natural person, a legal person and an organizational unit without legal personality?)

The procedure of establishing a limited liability company

In order to establish a limited liability company it is necessary to:

  • draw up the Articles of Association of a limited liability company  in the form of a notararial deed (before a notary in Poland)
  • pay in share capital prior to its registration (the minimum share capital amounts to PLN 5000, cash contributions are made by means of payment into a company’s bank account)
  • appoint the company’s governing bodies (e.g. director, president)
  • register the company in the National Court Register (what is the National Court Register (KRS))?

An application shall be submitted on a KRS-W3 form along with attachments

  • KRS-WE - refers to the partners of a company
  • KRS-WM - contains data on the company’s activities, and
  • KRS-WK - about persons authorized to represent the entity

Upon registration in the register of entrepreneurs, a limited liability company acquires legal personality.


The company is liable to pay CIT (Corporate Income Tax)

Entrepreneurs’ obligations

The company shall be liable for obligations with its entire assets without limitations. Partners shall not be liable for the company’s obligations, they bear risk up to the amount of contributions made.

Foreigners who can set up a limited liability company

Any foreigner who resides in Poland legally may establish and operate a limited liability company.

Note: international agreements between individual states and Poland may provide for additional limitations or rights. Therefore it is advisable to check what international agreement is binding with respect to a given state. The Ministry of Foreign Affairs keeps an online treaties database  where such information is available.

A foreigner who is staying in Poland without the required documents cannot conduct business activity.