Setting Up a Limited Liability Company in Poland (Sp. z o.o.) Online – A Complete Step-by-Step Guide

Starting your own business is an exciting but often complex process that requires careful planning and completing a number of formalities. One of the most popular forms of running a business in Poland is a limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.). This legal structure offers many benefits to its owners, such as limited financial liability and the ability to attract investors. However, the process of establishing a limited liability company can seem complicated, especially for first-time entrepreneurs.

Fortunately, thanks to technological progress, today you can fully register a limited liability company online. This method is not only convenient, but also significantly cheaper and faster than traditional registration with a notary. In this comprehensive guide, we will walk through the entire process of setting up an LLC online step by step – from preparing the required documentation, through submitting the registration application, to completing the formalities after the company has been registered.

What Is a Limited Liability Company and Why Is It Worth Setting One Up?

A limited liability company is one of the most popular forms of running a business in Poland. Under the Commercial Companies Code, an LLC (sp. z o.o.) is classified as a capital company, which means it has legal personality and is liable for its obligations with all its assets.

The key advantage of an LLC is the limitation of financial risk for its owners. Unlike a sole proprietorship, in an LLC the shareholders’ liability is limited to the amount of their contributions to the share capital. This means that in the event of the company’s financial problems, the owners do not risk losing all their private assets.

Moreover, an LLC is perceived as a more professional and credible form of doing business, which can make it easier to acquire customers, suppliers and investors. An LLC can also benefit from more favourable tax solutions than a sole proprietorship, which in the long term may translate into higher profits.

Key Stages of Setting Up an LLC Online

The process of setting up a limited liability company online consists of several key stages that must be carefully considered and carried out. These are:

1. Preparing the Required Documentation

Before you start registering your company online, you must gather the following documents:

• Articles of association – this document regulates the rules of your company’s operation and must be signed by all shareholders.
• List of shareholders – containing the personal and contact details of each co-owner.
• Statement on covering the share capital – confirming that the required contribution has been paid.
• Statement on whether the company is a foreign entity.
• Correspondence addresses of management board members and persons authorised to appoint the management board.

2. Registering the Company on the S24 Portal

The next step is to register your company on the S24 portal of the Ministry of Justice (www.ekrs.ms.gov.pl/s24). This process includes:

• Creating an account on the S24 portal and obtaining an electronic signature (e.g. trusted profile / profil zaufany) for all shareholders.
• Filling in the registration form, where you provide, among other things, the company name, its registered office, business activity (PKD codes) and the amount of share capital.
• Signing the articles of association and the list of shareholders using an electronic signature.
• Attaching the remaining required documentation.

3. Paying the Company Registration Fees

After successfully completing the online registration stage, you must pay the fees related to setting up the LLC:

• PLN 350 for the entry into the National Court Register (KRS).
• PLN 100 for publication of the entry in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy).
• A handling fee charged by the payment operator.

Payment can be made online directly in the S24 system.

4. Waiting for Registration in the National Court Register

Your application to register the LLC will be sent to the competent registration court. The court will consider the application within one business day and make the entry in the National Court Register (KRS).

5. Completing Additional Formalities

Once the company has been entered in the KRS, your LLC acquires legal personality and can start operating. However, before you actually launch the business, you must still:

• File the PCC-3 declaration with the tax office (within 14 days of registration).
• Submit the NIP-8 form to the tax office (within 21 days).
• Register as a VAT taxpayer by submitting the VAT-R form.
• If you have not done so earlier, submit the statement on covering the share capital.

Costs of Setting Up an LLC Online

When setting up an LLC online, you should expect the following costs:

• Minimum share capital contribution: PLN 5,000
• Fee for entry into the KRS: PLN 350
• Fee for publication in the Court and Commercial Gazette: PLN 100
• Payment operator handling fee: a few zloty
• Civil law transaction tax (PCC): 0.5% of the value of the share capital, reduced by registration costs

It is worth emphasising that registering a company online is significantly cheaper than the traditional method via a notary, where a notarial fee (approx. PLN 195 net) is added.

Benefits of Setting Up an LLC Online

Choosing the online path to register an LLC offers a number of advantages for entrepreneurs:

• Time and cost savings – the entire process can be completed remotely, without visiting a notary. In addition, online registration is cheaper than the traditional form.
• Convenience and simplicity – the S24 platform guides the entrepreneur step by step through all the necessary formalities, simplifying the process of setting up a company.
• Fast registration – the application for entry into the KRS goes directly to the registration court and is processed within one business day.
• Automatic assignment of NIP and REGON numbers – the S24 system automatically handles the formalities related to obtaining these identifiers.
• Reduced risk – online registration covers only standard company agreements, without the possibility of introducing non-standard provisions, which minimises the risk of errors.
• Professional image – setting up an LLC online highlights the modern and innovative nature of your venture.

Limitations of Online LLC Registration

Although registering an LLC online offers many benefits, there are also some limitations to this form:

• No possibility to modify the articles of association – online you can only use the standard template of the articles, with no option to introduce custom provisions.
• Capital contributions in cash only – in the case of online registration, the share capital must be contributed exclusively in cash, without the possibility of in-kind contributions (e.g. real estate, machinery).
• No support from a lawyer – registering a company online on your own means you do not benefit from professional legal assistance, which can increase the risk of mistakes.
• Requirement to have an electronic signature – all shareholders and persons representing the company must have a qualified electronic signature or trusted profile, which may be a barrier for some entrepreneurs.

Despite these limitations, for many entrepreneurs online registration of an LLC remains an attractive and convenient option, especially in the case of standard business structures.

Step by Step: Registering an LLC Online

Now that you know the basics of setting up an LLC online, you can proceed with the individual stages of the process:

1. Create an Account on the S24 Portal

The first step is to create an account on the Ministry of Justice’s S24 website (www.ekrs.ms.gov.pl/s24). You must also obtain an electronic signature (e.g. trusted profile) for all shareholders who will sign the company documents.

2. Fill in the Registration Form

On the S24 portal, select the “Add enterprise” option and then complete the registration form, providing, among other things:

• The company name (remember to include the words “spółka z ograniczoną odpowiedzialnością”)
• The registered office address
• The prevailing PKD code of the business activity
• The amount of share capital (min. PLN 5,000)
• Details of all shareholders

3. Sign the Articles of Association and List of Shareholders

In the next step, you must sign the articles of association and the list of shareholders using an electronic signature. Remember that these documents must be signed by all co-owners.

4. Attach the Remaining Documentation

You must attach the following documents to the registration application:

• Statement on covering the share capital
• Statement on whether the company is a foreign entity
• Correspondence addresses of management board members and persons authorised to appoint the management board

All these documents must also be signed electronically.

5. Make the Payments

After successfully completing the online registration stage, you will be redirected to the payment page. You must pay:

• PLN 350 for the entry into the KRS
• PLN 100 for the publication in the Court and Commercial Gazette
• The payment operator’s handling fee

6. Wait for Registration in the KRS

Your application to register the LLC will be sent directly to the competent registration court. The court will consider it within one business day and make the entry in the National Court Register.

7. Complete Additional Formalities

Once the company has been entered in the KRS, your LLC acquires legal personality. However, remember to complete additional formalities, such as:

• Filing the PCC-3 declaration with the tax office (within 14 days)
• Submitting NIP-8 to the tax office (within 21 days)
• Registering as a VAT taxpayer (VAT-R form)
• Submitting the statement on covering the share capital (if not attached earlier)

Summary

Setting up a limited liability company online is a quick, convenient and cost-effective way to register your own business. Although this procedure has some limitations, such as the lack of possibility to modify the articles of association or the requirement to contribute cash only, for many entrepreneurs it is an attractive alternative to traditional registration with a notary.

The key to success is careful preparation for the registration process, gathering all required documents and diligently completing all mandatory formalities. This way, you can establish your LLC online quickly and efficiently, benefiting from the advantages of this form of running a business.

Managing an LLC After Registration

After the company has been entered into the National Court Register, your LLC acquires legal personality and may commence full operations. However, the process of setting up a company does not end with registration – there is a range of additional obligations and tasks you must take care of as an owner or management board member.

One of the key elements of managing an LLC is proper record-keeping and accounting. You must, among other things, maintain accounting records in accordance with applicable regulations, submit tax returns on time, and fulfil other reporting obligations. It is also important to continuously monitor the company’s financial situation and make strategic decisions aimed at its development.

Another important aspect is the company’s management body. In an LLC, this can be a single-member or multi-member management board, depending on what is set out in the articles of association. Management board members are responsible for running the company and representing it externally, so it is worth ensuring that those in these roles have the right competences and experience.

In addition, LLC owners must remember to make key decisions concerning the company, such as:

• Amendments to the articles of association
• Increasing or decreasing share capital
• Merger, division or transformation of the company
• Appointment of members of supervisory bodies (e.g. supervisory board)

Such decisions require appropriate resolutions of the shareholders, in accordance with the rules laid down in the Commercial Companies Code.

Tax Benefits of an LLC

One of the key advantages of running a business in the form of an LLC are the potential tax benefits compared to a sole proprietorship. It is worth taking a closer look at the most important tax aspects of limited liability companies.

First of all, an LLC is a separate taxpayer, which means it settles with the tax authorities independently of its shareholders. This means that the profits generated by the company are not automatically taxed as the owners’ personal income, but are subject to corporate income tax (CIT – 19% standard rate).

In addition, an LLC can benefit from a range of tax reliefs and preferences that are not available to entrepreneurs operating as sole proprietors. For example, the company may deduct from its CIT base expenses on research and development, investments or donations for social purposes.

It is also worth noting that shareholders of an LLC can optimise their personal tax by choosing the most favourable form of taxation for income arising from profit distributions (e.g. PIT, lump-sum tax on registered income).

Of course, the tax issues of an LLC are complex and require a detailed analysis in the context of a specific business and the entrepreneur’s individual situation. It is therefore advisable to consult a tax advisor who will help you choose the optimal tax strategy for your company.

Hiring Employees in an LLC

As the business grows, the company will need to hire employees in order to effectively achieve its business goals. The process of hiring and managing staff in an LLC involves a number of obligations and issues that should be kept in mind.

First of all, the company must complete the formalities related to registration as a payer of social security contributions (ZUS). It must also create personnel files for each employee and maintain appropriate HR and payroll documentation.

An important element is also the choice of employment form – an LLC may conclude employment contracts, civil law contracts (e.g. contract of mandate, contract for specific work) or entrust certain tasks based on other forms such as outsourcing. Each of these solutions involves slightly different obligations and consequences, so it is worth conducting a thorough analysis.

In addition, an LLC must remember to correctly calculate and pay social and health insurance contributions for employees, as well as to settle income tax advances with the tax office on time.

It is also important to address issues related to occupational health and safety, employee leave entitlements, and developing workplace and remuneration regulations. All these aspects require ongoing monitoring and adjustment to changing labour law regulations.

Human resources management in an LLC is a complex area that requires systematic attention and a professional approach. Therefore, many companies decide to cooperate with specialised consulting firms or hire an HR specialist to ensure full compliance with applicable regulations.

Growth and Expansion of an LLC

Setting up an LLC is only the beginning of your entrepreneurial journey. The key challenge for the owners and management of the company is to ensure its long-term growth and expansion into new markets.

One of the key aspects of developing an LLC is strategic planning. It is worth preparing a comprehensive business plan that sets out the company’s mission, vision and goals for the coming years. This plan should include a market and competition analysis, as well as specific actions aimed at increasing revenue, expanding the product or service portfolio and entering new markets.

An important element of the company’s growth can also be obtaining external financing. An LLC can apply for loans, credits or EU funding, which may support the implementation of ambitious investment plans. It is also worth considering the possibility of attracting investors by issuing new shares.

Another development strategy may be organic expansion by reinvesting profits into new projects or acquiring other entities. Such activities, however, require detailed analysis and a well-thought-out integration strategy.

Regardless of the chosen development path, the key to an LLC’s success is continuous market monitoring, identifying new trends and quickly responding to changing customer needs. Flexibility, innovation and determination in pursuing set goals are qualities that can ensure long-term growth and expansion of your company.

Final Summary

Setting up a limited liability company online is an attractive and increasingly popular form of registering a business in Poland. The process is not only fast and convenient, but also significantly cheaper than traditional registration with a notary.

The key stages of online LLC registration include: preparing the required documentation, registering on the S24 portal, paying the registration fees and completing additional formalities after the company has been entered in the National Court Register.

Although online registration comes with certain limitations, such as the inability to modify the articles of association or to make non-cash contributions, for many entrepreneurs it is an attractive alternative that allows for quick and efficient company formation.

In addition, an LLC offers a range of tax and legal benefits that can contribute to the long-term success of your business. Remember, however, that managing a company is a complex process that requires ongoing monitoring of the company’s situation, making strategic decisions and diligently fulfilling legal and tax obligations.

By setting up an LLC online, you have the opportunity to build a solid foundation for the growth and expansion of your company. Take advantage of this convenient and cost-effective form of registration, and your venture will gain a professional and modern character.