How to found an sp. z o.o.: S24 or a notary, the KRS and duties after registration

You found an sp. z o.o. in one of two ways: online in the S24 system on a template agreement, or at a notary, with the KRS application filed through the Court Register Portal (Portal Rejestrów Sądowych). The company comes into existence when it is entered in the KRS.

S24 or a notary

If the application does not reach the court in time, the company agreement is dissolved. A full breakdown of costs with an example is in How to start an sp. z o.o. in 2026.

PCC-3 in S24. The base is the share capital less the court fee for the entry (PLN 250) and, after a notarial deed, the notary's fee with VAT. With a capital of PLN 10,000: (10,000 − 250) × 0.5% = 48.75, rounded to PLN 49. The company files PCC-3 electronically in e-Deklaracje with a qualified signature (Profil Zaufany or authorization data do not do for a company) or on paper at the tax office of its seat, and pays to that office's own account, not to the micro-account. The electronic form needs the company's NIP, which comes with the KRS entry.

What to decide before registration

• Name: anything you like, with the suffix "spółka z ograniczoną odpowiedzialnością" or "sp. z o.o.". Check in the KRS that a similar name is not taken.
• Registered office: the town, which decides the registry court and the tax office.
• Business activity: PKD 2025 codes.
• Share capital: at least PLN 5,000, and each share at least PLN 50. For example 100 shares of PLN 50.
• Shareholders: how many shares each one takes.
• Management board: at least one person, a shareholder or someone else, and how the board represents the company.

In S24 every shareholder and board member creates an account and signs with a qualified, trusted or personal signature. With a notary you sign the agreement at the office, and the board signs the KRS application electronically.

After the KRS entry

• NIP and REGON: the company gets them automatically, and the NIP shows in the KRS.
• NIP-8: within 21 days of the entry, report supplementary data to the tax office: bank accounts (they go onto the White list), who keeps the books and where they are kept, contact data. Electronically in e-Deklaracje with a qualified signature.
• CRBR: within 14 days of the entry, not counting Saturdays and public holidays, report the beneficial owners to the Central Register of Beneficial Owners. A person entitled to represent the company files it online only, with Profil Zaufany or a qualified signature. Every later change is reported within the same period.
• VAT-R: before the first sale with VAT, if the company will be an active VAT payer. See Who has to pay VAT.
• ZUS: a sole shareholder registers with ZUS within 7 days of the company's entry: as a payer (ZUS ZFA) and for the insurances (ZUS ZUA, title code 05 43). Employees are registered within 7 days of hiring. See ZUS in an sp. z o.o..
• Accounting books: the company keeps full accounting from the start, also as a company in organisation. See Taxation of an sp. z o.o..
• e-Doręczenia: set up an electronic delivery address for the company.

In Norman

Choose Open a sp. z o.o.: Norman collects the company, capital, shareholder and board details, points you to the route (S24 or a notary) and prepares the board documents for signing. You file the company agreement and the KRS application yourself. After the agreement and the entry Norman lists the duties with their deadlines: it computes the PCC and prepares the PCC-3 file (XML), the ZUS ZFA and ZUA file for eZUS, the CRBR data (PDF) and the NIP-8 file (XML) with the accounts connected to Norman. You file them in e-Deklaracje, eZUS and the CRBR yourself and mark them filed in Norman. See Starting a JDG or an sp. z o.o. with Norman and, after the entry, Getting started: an sp. z o.o. in Norman.

Sources: Commercial Companies Code, art. 154, 157, 157¹, 158, 163, 169 and 201, Act on court costs in civil cases, art. 52, PCC Act, art. 6(9), 7 and 10, Act on taxpayer registration, art. 5(2c), Anti-Money Laundering Act, art. 60 and 61, Social Insurance System Act, art. 13, 36 and 43, S24, Court Register Portal, CRBR.