How to found an sp. z o.o.: S24 or a notary, the KRS and duties after registration
The two ways to found an sp. z o.o., share capital, the KRS entry, court fees and the duties after registration: NIP-8, CRBR, VAT-R and the shareholder's ZUS.
Updated
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
| S24 | Notary | |
|---|---|---|
| Articles of association | a fixed template, signed electronically | a notarial deed, any provisions |
| Capital contributions | cash only | cash or in kind |
| When to pay in the capital | no later than 7 days after the KRS entry | before the KRS application |
| Deadline for the KRS application | 7 days after the agreement is signed | 6 months after the agreement is signed |
| Court fee for the entry | PLN 250 | PLN 500 |
| PCC tax (0.5%) | the company files PCC-3 and pays it itself within 14 days | collected by the 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.
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, including bank accounts.
- CRBR: within 14 days of the entry, report the beneficial owners to the Central Register of Beneficial Owners.
- 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. 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. 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. 7 and 10, Act on taxpayer registration, art. 5(2c), Anti-Money Laundering Act, art. 60, S24, Court Register Portal, CRBR.