SUMMARY
- A “ready-to-go” company in Poland – when time is critical
- Foreign investors in Poland – barriers that slow down the process
- Case study – how a shelf company in Poland shortened the process from 6 months to 4 days
- Shelf company in Poland – a solution for foreign clients
- Shelf company in Poland – is it suitable for every foreign investor?
- What comes next after a quick company setup?
A “Ready-to-Go” Company in Poland – When Time Is Critical
One entrepreneur came to our office with an urgent request. He needed a limited liability company immediately. On Monday he called us and explained that on Friday he was scheduled to sign a contract with a key business partner, and the entire investment was to be carried out through a new company. Time was therefore absolutely crucial.
Thanks to our team’s experience with the S-24 online registration system, we managed to register the company in record time. By Wednesday the client had a fully registered limited liability company with its tax identification number (NIP) and statistical number (REGON). On the day of registration, he opened a bank account and paid in the share capital. On Friday, the company was fully operational and ready to sign the contract.
This scenario was possible only because the client was Polish. He had a PESEL number and a trusted profile, and the management board consisted of Polish nationals. Thanks to this, signing documents electronically went smoothly, without any obstacles.
Foreign Investors in Poland – Barriers That Slow Down the Process
The situation looks completely different in the case of a foreign investor. From the very beginning, such an entrepreneur faces several barriers:
- Language – the S-24 registration system is available only in Polish.
- Electronic signature – signatures issued abroad, even qualified ones, do not always work properly in Polish electronic systems.
- Bank account – in order to establish a limited liability company, share capital must be paid in. Opening a bank account, however, requires the personal presence of a board member, or – if handled remotely – a complete set of notarized documents with apostille and sworn translations.
All this extends the process, generates costs, and in practice makes it impossible to set up a company “on the spot.”
Case Study – How a Shelf Company in Poland Shortened the Process from 6 Months to 4 Days
Recently, we were approached by a foreign company that wanted to begin operating in Poland by setting up a new limited liability company. Its representatives were senior managers focused on strategic decisions rather than day-to-day administrative formalities.
From the outset it turned out that the traditional registration procedure would be a serious challenge for them. The S-24 system operates exclusively in Polish, which creates a language barrier. Qualified electronic signatures issued abroad do not always work correctly in Polish systems. The greatest obstacle, however, was opening a bank account. For a limited liability company in organization with a foreign shareholder, opening a bank account takes at least 3–4 months (and often longer). The process requires numerous documents with apostille and sworn translations, as well as detailed verification by the bank’s compliance team.
Only after the account is opened can the share capital be deposited and the registration application submitted. This means that from the moment a power of attorney is granted until the actual entry into the National Court Register (KRS), as much as six months may pass.
Importantly, under the Polish Commercial Companies Code, if the company is not reported to the register within six months from signing the articles of association, the company agreement automatically expires.
We explained these barriers to the client and proposed an alternative: the purchase of a shelf company – a ready-made limited liability company.
In the first step, we established a company in line with the client’s agreed parameters. Initially, our attorneys acted formally as shareholders and board members. The client did not have to wait for registration from scratch. All that was needed was a power of attorney for the acquisition of shares and amendments to the articles of association.
Instead of waiting six months, the client obtained a fully operational company within four days of signing the power of attorney. This allowed them to immediately begin their planned investment in Poland, without delays or additional costs.
Shelf Company in Poland – A Solution for Foreign Clients
Purchasing a so-called “ready-made” company is, paradoxically, easier than registering one from scratch. It requires only a single visit to a notary (or action through a proxy), and the effect is immediate.
Formalities such as updating the KRS or CRBR can be completed after the acquisition of shares – they do not block the start of business activities.
This way, a foreign investor can in practice begin operations in Poland just as quickly as a Polish entrepreneur using the S-24 system.
Shelf Company in Poland – Is It Suitable for Every Foreign Investor?
Buying a ready-made company is an attractive solution for most foreign investors, but it is not always possible. Limitations may result from the parent company’s corporate policies, internal compliance procedures, or requirements for full transparency of the acquired entity’s history.
It is worth emphasizing that a shelf company does not have to mean purchasing an entity with a long operational past that could raise doubts for the investor. In practice, companies are often established specifically for a given client – in accordance with their guidelines – and the period during which the company formally exists with other shareholders or directors lasts only a few days.
As a result, the investor receives a custom-tailored company, free from risks related to taking over entities with an unknown history, while at the same time benefiting from the key advantage of a shelf company – immediate readiness to conduct business.
What Comes Next After a Quick Company Setup in Poland?
A quick company setup is only the beginning. We generally do not recommend relying solely on the simple template articles of association available in the S-24 system. Running a business requires the company to be properly prepared for daily legal, tax, and organizational challenges.
Ideally, after setting up the company in a fast-track mode, it is worth taking care of the following:
- Updating and adjusting the articles of association with the help of experienced advisors.
- Registering amendments in the KRS – ensuring that the register always reflects current data.
- Completing all mandatory registrations and notifications with authorities (e.g., NIP-8, CRBR, e-delivery, bank accounts).
- Registering in optional but activity-specific registers (e.g., VAT, BDO).
- Obtaining a PESEL number and trusted profile – for foreign clients, this is often key to smooth functioning in the Polish legal and administrative system.
- Regulating the status and remuneration of board members – will they be paid, and if so, under what arrangements and with what tax consequences?
- Preparing employment contracts and internal regulations – ensuring all obligations towards employees are met.
- Addressing GDPR (RODO) compliance and privacy policy – every company is required to ensure proper handling of personal data.
- Planning succession – shares in the new company are a new asset, and it may be worth drafting or updating a will.
- Establishing accounting and payroll services – every new company brings new accounting and HR obligations.
- Meeting annual reporting obligations – holding annual shareholders’ meetings and fulfilling reporting duties should be entrusted to specialists.
- Ongoing contract support – having an advisor to review agreements, point out risks, and suggest protective changes is invaluable.
- Insurance – considering business risks and choosing appropriate policies, from liability and property coverage to specialized industry insurance.
- Granting powers of attorney – many matters require day-to-day representation (e.g., at offices, for signing documents).
- Understanding the basics of doing business in Poland – foreign investors should be aware of specific legal requirements, management duties, shareholder liability, and key tax and reporting deadlines. A short training or consultation often prevents unpleasant surprises and provides security in the new legal environment.
Registering a company in Poland is full of nuances, especially for foreign investors. In practice, the key to success lies in choosing the right model: for Poles, the S-24 system is efficient, for foreign investors, acquiring a shelf company is often the better option.
This approach helps bypass the most significant barriers and allows investors to focus on what matters most – developing their business on the Polish market.
AUTHOR: Magdalena Bilicka, Counsel, Kancelaria prawna