How to start a sp. z o.o. in Poland in 2026: S24 or notary

In 2026 you can set up a sp. z o.o. (Polish limited liability company) in two ways: online in the S24 system on a fixed template agreement, or at a notary, followed by a KRS filing through the Portal Rejestrów Sądowych (Court Registers Portal). With the minimum share capital of PLN 5,000, the mandatory costs are about PLN 274 via S24 and about PLN 719 at a notary (plus copies of the deed), and the capital itself is paid in on top.

Law as of 9 October 2026.

Since 29 November 2025, the court no longer charges PLN 100 for publishing the entry in the Monitor Sądowy i Gospodarczy (MSiG, the Court and Commercial Gazette). Many guides still list this fee.

S24 or notary: comparison

S24 is enough when shareholders contribute only cash and need no unusual clauses. You need a notary for a contribution in kind (aport) or when the articles must include provisions outside the template, for example a different financial year.

Step 1: preparation before registration

Name (firma). The name is free, but it must include "spółka z ograniczoną odpowiedzialnością". The short form "sp. z o.o." is allowed in business (art. 160 of the Commercial Companies Code, KSH). Check in the KRS search that a similar name is not already taken.

Business activity (PKD 2025). Since 1 January 2025, KRS applications use the PKD 2025 classification (Council of Ministers regulation of 18 December 2024 on PKD). PKD 2007 codes may remain only for entities registered earlier, until 31 December 2026 at the latest.

Share capital. The minimum is PLN 5,000, and the nominal value of one share cannot be lower than PLN 50 (art. 154 KSH). With PLN 5,000 you can, for example, have 100 shares of PLN 50.

Management board (zarząd). The board has at least one member. A member can be a shareholder or an outsider (art. 201 KSH). The application includes each board member's consent to the appointment and address for service, unless that person signs the application (art. 19a(5) of the KRS Act).

Registered seat (siedziba). The articles set the company's seat (art. 157 § 1 KSH). The seat determines the competent registry court and tax office.

Step 2: registration via S24

1. Each shareholder and board member creates an S24 account at ekrs.ms.gov.pl and activates it with the link sent by e-mail.
2. One person fills in the template agreement form and shares the case with the others.
3. All shareholders sign the agreement with a qualified electronic signature, a trusted signature or a personal signature from the e-ID card (e-dowód) (art. 157¹ § 2 KSH). The agreement is concluded when the last signature is applied.
4. The board fills in the registration application, the list of shareholders and the statements. All board members sign the application (art. 164 § 1 KSH).
5. You pay the PLN 250 fee in the system and send the application.

Watch the deadline. If an S24 company is not filed with the court within 7 days of the agreement, the agreement is dissolved (art. 169 § 2 KSH).

Within 14 days of the agreement, the company files the PCC-3 return and pays the tax (art. 10(1) of the Act on Tax on Civil Law Transactions). With S24 there is no notary to do this for the company.

Step 3: registration at a notary and filing via PRS

1. The notary prepares a notarial deed with the articles (art. 157 § 2 KSH). The shareholders sign it at the notary's office.
2. The notary collects the notary fee and the PCC tax (art. 10(2) of the PCC Act).
3. The shareholders pay in the full capital before the application is filed (step 4).
4. The board files the application only electronically, through the Portal Rejestrów Sądowych (art. 19(2) of the KRS Act). All board members sign it with a qualified, trusted or personal signature.
5. You attach the articles, the board's statement that contributions were paid, the list of shareholders and the documents appointing the board (art. 167 KSH). The electronic copy of the deed can be attached from the Central Repository of Electronic Copies of Notarial Deeds (art. 10(4a) of the KRS Act).
6. You pay the PLN 500 court fee.

The application must be filed within 6 months of the agreement, otherwise the agreement is dissolved (art. 169 § 1 KSH).

Step 4: paying in the capital

At a notary, shareholders pay the full capital before the application is filed. The board states that all contributions were made in full (art. 163(2) and art. 167 § 1(2) KSH).

In S24, the capital is covered only in cash, no later than 7 days after the company's KRS entry (art. 158 § 1¹ KSH). Within the same period, the board files the statement on paid-in contributions with the court, if it was not attached to the application (art. 167 § 5 KSH). According to biznes.gov.pl, such a separate statement costs a PLN 40 court fee.

Step 5: after registration

• NIP and REGON (tax and statistical numbers). The company receives them automatically after the entry, and the NIP is shown in the KRS (Act on the Rules of Registration and Identification of Taxpayers and Remitters).
• NIP-8. Within 21 days of the entry, you report supplementary data, including bank accounts, to the tax office (art. 5(2c) of that Act).
• CRBR (Central Register of Beneficial Owners). Within 14 days of the KRS entry, you report the beneficial owners (art. 60(1)(1) of the Act on Counteracting Money Laundering and Terrorist Financing).
• VAT-R (VAT registration). You file it before the first taxable transaction (art. 96(1) of the VAT Act). The small business exemption covers sales up to PLN 240,000 a year, and proportionally less for a business starting during the year (art. 113(1) and (9) of the VAT Act).
• Bank account. Open a business account and list it in the NIP-8 form.
• ZUS (social insurance). You register employees, including board members employed under an employment contract, within 7 days (art. 36(4) of the Social Insurance System Act). The shareholder of a single-shareholder sp. z o.o. is insured like a self-employed person from the day of the company's KRS entry (art. 8(6)(4) and art. 13(4a) of that Act).
• KSeF (National e-Invoicing System). Since 1 April 2026, invoices are issued in KSeF. Until 31 December 2026, invoices may be issued outside KSeF if their total including VAT does not exceed PLN 10,000 a month. The Ministry of Finance has announced that KSeF login tokens will not expire at the end of 2026. A KSeF certificate is valid for 2 years at most.

Step 6: monthly obligations

• CIT advance payments. You pay them by the 20th of the following month (art. 25(1a) of the CIT Act). In the first tax year you can choose quarterly advances (art. 25(1b)). The rate is 9% when annual revenue does not exceed the equivalent of EUR 2,000,000, otherwise 19% (art. 19(1)). The 9% rate has exclusions, for example for a company created by transforming a sole proprietorship (art. 19(1a)).
• JPK_V7M (VAT return with VAT records). An active VAT payer sends the file by the 25th of the following month (art. 99(1) and art. 109(3b) of the VAT Act).
• Full accounting. A sp. z o.o., also in organisation, keeps full accounting books (art. 2(1)(1) of the Accounting Act).

How much does it cost to start a sp. z o.o. in 2026

Rates are current as of 9 October 2026.

The PCC base is the share capital (art. 6(1)(8)(a) of the PCC Act). The court fee and the notary's fee with VAT are deducted from it. The MSiG fee is no longer deducted since 29 November 2025, because the fee no longer exists. The base and the tax are rounded to full złoty (art. 63 § 1 of the Tax Ordinance).

Example: PLN 5,000 capital

Via S24:

• court fee: PLN 250,
• PCC: (PLN 5,000 − PLN 250) × 0.5% = PLN 23.75, rounded to PLN 24,
• total: PLN 274 plus the payment operator's fee in S24.

At a notary:

• court fee: PLN 500,
• notary fee: PLN 100 + 3% × PLN 2,000 = PLN 160 net, PLN 196.80 with VAT,
• PCC base: PLN 5,000 − PLN 500 − PLN 196.80 = PLN 4,303.20, rounded to PLN 4,303,
• PCC: PLN 4,303 × 0.5% = PLN 21.52, rounded to PLN 22,
• total: PLN 718.80 plus copies of the deed.

The notary fee is a maximum rate, so the notary can charge less. Higher capital raises the PCC on both routes, and the notary fee as well.

Frequently asked questions

How much does it cost to start a sp. z o.o. via S24 in 2026?

With PLN 5,000 capital, the mandatory costs are PLN 274: a PLN 250 court fee and PLN 24 of PCC. The payment operator's fee comes on top. As of 9 October 2026.

Do you still pay PLN 100 for publication in the Monitor Sądowy i Gospodarczy?

No. Since 29 November 2025, KRS entries are not published in the MSiG, so this fee is not charged when a company is registered.

Must the PLN 5,000 capital be paid in before registration?

At a notary, yes, because the board states in the application that contributions were made. In S24 you have 7 days after the KRS entry to pay in the capital in cash.

Can the S24 articles be changed later?

Yes. You change them by a resolution on the system template or by a notarial deed (art. 158 § 1² KSH). After a change by notarial deed, the capital can also be increased with a contribution in kind.

Does the sole shareholder of a sp. z o.o. pay ZUS contributions?

Yes. The shareholder of a single-shareholder sp. z o.o. is covered by social insurance like an entrepreneur from the day of the company's KRS entry. Shareholders of a company with several shareholders are not subject to this obligation merely because they hold shares.