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Register Your Company in Poland

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The most common option for company registration in Poland is a Polish limited liability company called Spółka z ograniczoną odpowiedzialnością (Sp. z o.o.), that widely used for software, SaaS, e-commerce, fintech, AI, consulting and other cross-border businesses.

A Polish Sp. z o.o. provides limited liability and can be established with minimum share capital of PLN 5,000. Foreign individuals and companies may generally become shareholders. The company must have a registered office in Poland and be entered in the National Court Register (KRS).

Depending on the required ownership and governance structure, company formation in Poland may be completed through the online S24 system using standard-form articles or through individually drafted articles executed before a Polish notary as a notarial deed.

Our services include:

1. Review of the proposed business activity and legal structure

2. Formation of a Polish Sp. z o.o.

3. Selection between S24 and notarial incorporation

4. Company name and Polish registered office coordination

5. Preparation of the articles of association and corporate documents

6. Share capital, shareholder and management board setup

7. KRS company registration and formation filings

8. Beneficial ownership registration with the CRBR

9. Coordination of NIP, REGON, VAT and EU VAT registrations

10. Corporate bank or payment account support

11. Accounting, payroll and annual compliance coordination

12. Regulatory review for fintech, payment, crypto and other regulated activities

All services in Poland are provided jointly with our local Polish legal, tax, accounting and corporate advisers. We can also prepare shareholders’ agreements, founder arrangements, IP assignments and other corporate documents required for fundraising, hiring employees or expanding an international group into Poland.

Registration timeline: the timing depends on whether the company uses the S24 or notarial route, the availability of electronic signatures and the KRS review process.

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Poland Corporate Structuring and Taxation

The ownership, governance and tax structure should be planned before company registration in Poland, particularly where the business has foreign shareholders, employees, intellectual property or transactions with related companies.

Minimum Share Capital

The minimum share capital for a Polish Sp. z o.o. is PLN 5,000. The shareholding structure and shareholder rights can be adapted to the founders’ ownership and investment plans.

S24 or Notarial Formation

A Polish company can be established through the online S24 system using standard-form articles or through individually drafted articles executed before a Polish notary. The notarial route is usually more suitable where founders need customised governance, share-transfer restrictions or investor protections.

Foreign Shareholders and Management

Foreign individuals and companies may generally own shares in a Polish Sp. z o.o. Polish law does not generally require a Polish-resident management board member, although residence, banking, immigration and tax-substance issues should be reviewed for each structure.

KRS and Beneficial Ownership Registration

The company must be entered in the Polish National Court Register (KRS). Its beneficial owners must also be reported to the Central Register of Beneficial Owners (CRBR), and the required tax and statistical registrations include NIP and REGON.

Corporate Income Tax and VAT

The standard Polish corporate income tax rate is 19%. A reduced 9% rate may apply to qualifying new companies and small taxpayers. The standard VAT rate is 23%, although the treatment depends on the company’s activities, customers and cross-border transactions.

R&D and IP Box Incentives

Technology and software companies may qualify for Poland’s research and development tax relief. Income from qualifying intellectual property, including eligible software rights, may benefit from the 5% IP Box rate if the statutory development, nexus and record-keeping requirements are met.

Crypto Regulation, MiCA and CASP Licensing in Poland

Table of contents
  • CASP Licensing in Poland
  • When a CASP License Is Required
  • CASP Capital, Presence and Compliance Requirements
  • EU Passporting and the Former Polish VASP Register
  • CASP Application Support with Local Polish Advisers
1.

CASP Licensing in Poland

Poland is rolling out its full EU MiCA framework, which brings all crypto and digital-asset companies under one clear authorisation regime called the CASP license. This gives founders legal access to the entire European market through passporting. However, as of October 2026, Poland has not yet formally designated a competent authority for most MiCA applications.

2.

When a CASP License Is Required

MiCA CASP authorisation is generally required when a business professionally provides one or more of the following services:

(a) custody and administration of clients’ crypto-assets;

(b) operation of a crypto trading platform;

(c) exchange of crypto-assets for funds or other crypto-assets;

(d) execution, reception or transmission of client orders;

(f) placement of crypto-assets;

(g) crypto-asset transfer services;

(h) crypto investment advice; or

(i) crypto-asset portfolio management.

The appropriate CASP license scope depends on the company’s actual business model, target clients and whether it controls client funds, private keys or crypto-assets.

3.

CASP Capital, Presence and Compliance Requirements

MiCA minimum capital requirements are EUR 50,000, EUR 125,000 or EUR 150,000, depending on the crypto-asset services provided. A CASP must also maintain prudential safeguards equal to the higher of the applicable minimum amount or one quarter of its annual fixed overheads.

The licensing application must address the company’s ownership, management, programme of operations, governance and internal controls. Depending on the services, it may also cover AML and sanctions compliance, client-asset protection, complaints handling, outsourcing, cybersecurity and business continuity.

The applicant must have its registered office in its home EU Member State and carry out at least part of its crypto-asset services there. Its effective management must be located in the European Union, and at least one director must be an EU resident.

4.

EU Passporting and the Former Polish VASP Register

The previous Polish virtual-currency register is not equivalent to a MiCA CASP license and no longer authorises regulated crypto-asset services following the end of the transitional period on 1 July 2026.

A CASP authorised in another EU Member State may provide its approved services in Poland after completing the MiCA cross-border notification procedure. A Polish CASP authorisation will become available once the necessary national legislation and application procedure are in place.

This EU passporting mechanism allows an authorised crypto business to enter additional Member States without obtaining a separate CASP licence in each country.

5.

CASP Application Support with Local Polish Advisers

Digital Lawyers helps startups, founders and international businesses determine whether their activities require CASP authorisation and select a suitable EU regulatory structure. Our support may include:

(a) crypto-asset service and licensing analysis;

(b) Polish company formation and ownership structuring;

(c) capital and operational planning;

(d) MiCA application-readiness assessment;

(e) AML, governance and internal-policy development;

(f) preparation and coordination of regulatory documentation; and

(g) EU passporting and cross-border compliance support.

All Polish-law advice, local filings and regulatory interactions are handled jointly with our Polish lawyers and other appropriately licensed local advisers. Digital Lawyers remains your main point of contact and coordinates the legal, tax, accounting and regulatory workstreams.

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FAQ

Why choose Poland for tech and Web3 companies?

Poland offers straightforward company formation, access to the EU Single Market, competitive taxes, and a fast regulatory setup, making it ideal for software, fintech, blockchain, AI, and digital-asset projects.

What is the standard company form in Poland?

The standard legal form is Spółka z o.o. (Sp. z o.o.), a private limited company with low minimum share capital of PLN 5,000 and flexible management options.

Is a local director required in Poland?

No. A local director is not mandatory, but having an EU resident simplifies banking, compliance, and operations.

What taxes apply to Polish companies?

Corporate income tax is 19%, with a 9% rate for qualifying small taxpayers. VAT is 23%. R&D and IP development incentives are available for technology and software companies.

What is CASP licensing in Poland?

CASP is the MiCA-aligned authorisation for crypto and digital-asset businesses. It covers wallets, exchanges, token platforms, staking services, and companies holding customer assets.

What are CASP requirements?

Capital ranges from EUR 50,000 to EUR 150,000 depending on services. A local office, a resident compliance officer, and basic governance functions are required.

Can existing VASPs operate during the transition?

Yes. Existing VASPs can continue operations until mid-2026 if their CASP application is filed on time.

Who is Poland suitable for?

Poland is ideal for early-stage tech and Web3 founders needing a simple EU base, and for teams planning full CASP licensing to access the European market.