We form and transform companies, build joint ventures and shareholder agreements - from choosing the right form and registration to corporate governance that actually serves your business.
Registering a company in Poland isn't just filling out a form - it's a decision about legal form, capital structure and registration path with consequences for years to come. We support Polish and foreign clients at every stage: choosing a legal form, preparing documentation, and representation before the registry court. We match the registration path - electronic (the S24 system) or notarial - to the shareholders' actual needs, not to a single default template.
Legal position: August 2026.
We match the company form to your goal - liability, tax and investor plans - instead of defaulting to the usual path. We compare the real consequences of each option
We register the company in the KRS by the fastest suitable route - via the S24 system, or before a notary when the articles need bespoke provisions
For technology and talent-driven projects, the PSA lets shares be taken up for work and know-how and gives a flexible capital structure
We put the capital and contribution structure in order - including in-kind contributions, when assets, rights or intellectual property go into the company
We draft the articles of association or statute so they genuinely protect the founders and order decision-making - not just a template from the system:
We settle the relationship between shareholders beyond the articles - where control, entries and exits are actually decided
We structure joint ventures between two or more partners - as a JV company or a cooperation agreement - with a clear split of control and exit
We change a company's legal form while preserving continuity - without setting up a new company and moving assets piece by piece
We safely move a sole proprietorship into a company, to limit personal liability and keep contracts and client relationships intact
We build the entry structure for a foreign investor onto the Polish market - a subsidiary or a branch - taking sector requirements into account
We handle changes in an existing company - from capital to the shareholder base - so they are effective and correctly disclosed in the KRS
When time matters we point you to a safe shelf company, and before any changes we check its legal standing so you do not inherit someone else's risk:
S24 is an electronic platform run by the Polish Ministry of Justice, where shareholders enter into the articles of association based on an official template and file the KRS (company register) application electronically.
It works well when:
The notarial route can be better when:
We advise on which path to choose and prepare documentation regardless of the chosen route - we don't default to one solution, we fit it to the client's situation.
We learn the client's plans (scale, shareholders, planned financing) before recommending a legal form and registration path.
S24 vs. notary, legal form and capital structure - matched to the shareholders' situation.
Articles of association, registration documents and KRS filings.
Filing the application, liaising with the registry court and representation in case of formal objections.
Support with initial formalities (tax ID/NIP, statistical number/REGON, bank account, notifications), where the client needs it.
Entering the Polish market - a company with foreign capital or a foreign-company branch.
For whom S24 isn't an option and who need the notarial path.
For whom the speed and cost of S24 registration are the priority.
E.g. crypto companies registering with a future CASP licence in mind (see For Crypto Businesses).
A limited liability company is fastest and cheapest to set up via the S24 system - registration can be ready within a few days.
The notarial route takes longer and costs more, but allows bespoke provisions in the articles that a S24 template cannot accommodate. The choice depends on whether you need a standard, fast registration or a tailored agreement.
Choose S24 when speed matters and a standard agreement is enough; a notary when you need bespoke provisions.
With S24 you work on a template, so you cannot add unusual clauses (such as privileged shares or a complex governance model). Before a notary the agreement is tailored, which matters with several shareholders, an investor or plans for future rounds.
Yes - a foreign national can set up and be a shareholder in a Polish company, though the scope of freedom depends on nationality and the form of activity.
In practice the limited liability company is most common and is available to investors from outside the EU too. Sector requirements and identification formalities are a separate matter.
The PSA is more flexible on capital and lets shares be taken up for work and know-how, which suits startups well.
The LLC is a proven, universal choice for most businesses. The PSA gives more freedom in the capital and governance structure, but is less familiar to counterparties and institutions.
A sole proprietorship can be transformed into a capital company with continuity preserved - without closing the business and moving contracts one by one.
This limits your personal liability, and the company generally succeeds to the rights and obligations of the former activity. The key issues are the tax consequences and the moment of transition.
A transformation changes a company's legal form (for example an LLC into a joint-stock company) while keeping the same business and continuity of rights.
It is done when the current form no longer fits the scale, investment plans or market requirements. The process covers a transformation plan, resolutions and registration, and the company keeps its contracts and permits.
A shareholder agreement (SHA) governs the relationship between shareholders where the articles are silent or cannot reach - and it is where real control over the company plays out.
It orders voting, the entry and exit of shareholders, minority protection and deadlock situations. With more than one shareholder or an investor, it is usually worth having.
A joint venture is secured by a clear split of control, contributions and exit rules - ideally before the partners start working together.
A JV can be structured as a special-purpose company or a cooperation agreement. The key elements are know-how protection, decision-making mechanisms and scenarios for parting ways and deadlock.
Yes - a non-cash (in-kind) contribution, including intellectual property rights, can be made to a company, provided the assets are transferable and can be valued.
An in-kind contribution requires proper documentation and valuation and, for some forms, additional formalities. It is worth confirming in advance that the company holds full rights to the contributed asset.
A subsidiary is a separate Polish entity with its own liability, while a branch is part of the foreign company operating in Poland under its liability.
The choice affects liability, tax and the way business is run. For most investors planning a real presence in Poland, a subsidiary is the natural choice.
A group entering the Polish market needs to choose a legal form, prepare documentation compliant with foreign-capital requirements, and coordinate with the parent company abroad, all at once.
A team setting up a tech company wants to register it quickly and cheaply via S24, but plans a future in-kind contribution (e.g. IP rights) - we help decide whether to go the notarial route from the start, or register via S24 and amend the agreement later.
The capital structure and articles-of-association provisions matter for the later licensing process - we coordinate registration with the team behind the crypto-assets page.
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Lawyers who form, transform and structure companies - from registration to shareholder agreements and joint ventures.
Łukasz Kudela
Partner · Attorney-at-Law
Łukasz advises on forming and transforming companies and on structuring the relationship between shareholders, combining corporate law with the realities of financing and growth.
Oliwia Koper
Associate · Advocate
Oliwia handles registrations and day-to-day corporate support - from the articles of association and KRS filings to changes in the ownership structure.
Michał Wołoszański
Managing Partner · Attorney-at-law
Michał shapes the structure of ventures - choice of form, joint ventures and shareholder agreements - so they protect the interests of founders and investors.
Get in touch - we respond within 1 business day - or book a free 30-minute online consultation with a lawyer, self-scheduled.
Prefer to call? Phone us: +48 22 295 08 95.
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