Registering a company in Poland is the easy part. What determines whether a foreign investment works here is everything that comes after the KRS entry — the tax position, the filing calendar, the employment paperwork, and the personal exposure that Polish law places on board members. This page explains how CGO Legal works as standing counsel for foreign companies and investors in Poland, rather than as a one-off registration service.
We have advised international clients on Polish operations since 2010. Today around 70 lawyers, tax advisors and accountants work together in Warsaw, in English, French, Polish and Russian. Most of our client relationships are measured in years, not transactions.
Quick answer
A foreign investor in Poland can own 100% of a Polish company, is not required to appoint a Polish resident director, and in most cases does not need to travel to Poland — the majority of registrations and filings are handled under power of attorney. The recurring obligations that actually require attention are corporate (KRS filings, beneficial owner register, annual financial statements), tax (CIT, VAT and JPK_V7, e-invoicing through KSeF), employment and social security (ZUS), and — where foreign staff are involved — immigration. Polish law can attach personal liability to management board members for unpaid company obligations, which is why ongoing compliance matters more here than many investors expect.
What foreign investors actually need from a Polish law firm
Almost every foreign investor arrives with the same question — how do I set up a company in Poland — and almost none arrive with the question that matters more: who is going to keep it compliant once it exists. That asymmetry is where problems start.
A Polish limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) is inexpensive to form and can be registered without the shareholders ever setting foot in the country. But from the moment it exists it generates a continuous stream of obligations across four separate authorities: the National Court Register (Krajowy Rejestr Sądowy, KRS), the tax administration (Krajowa Administracja Skarbowa, KAS), the Social Insurance Institution (Zakład Ubezpieczeń Społecznych, ZUS), and — if it employs foreign nationals — the immigration authorities. Those obligations do not arrive as reminders in your inbox.
Two features of Polish law make this more consequential than in many jurisdictions. First, tax enforcement is heavily data-driven: standardised audit files (JPK), the STIR banking analysis system and mandatory e-invoicing through KSeF allow the authorities to spot inconsistencies without opening a manual audit. Second, and more importantly for foreign shareholders, Polish company law and fiscal criminal law can reach through the company to the individuals on the management board — for unpaid company liabilities in defined circumstances, and for tax irregularities under the Fiscal Penal Code (Kodeks Karny Skarbowy). A nominal board seat held by someone abroad who assumed it was ceremonial is not a safe position.
This is why we structure most foreign-investor relationships as standing counsel rather than as a sequence of unrelated instructions. The value is not in any single filing. It is in someone holding the whole picture — corporate, tax, accounting and immigration — and telling you what is coming before it becomes urgent.
Who we advise
“Foreign investor” covers very different situations, and each needs something different from a law firm. These three profiles account for most of our instructions.
Profile A
First company in the European Union
Owner-managed businesses from India, Vietnam, Ukraine, Georgia and elsewhere, establishing their first EU entity. Typically a sp. z o.o., often with a view to serving EU customers or accessing EU suppliers.
A typical instruction: an IT services company with a client base in Western Europe needs an EU-based contracting entity. The questions that actually decide the structure are where the developers will sit, whether they will be employees or contractors, and how invoicing and VAT will work across borders — not the registration itself.
What matters to them: a clear scope, no requirement to travel, and one point of contact who answers in English.
Profile B
Corporate group expanding into Poland
CFOs, finance directors and in-house counsel at UK, German, Dutch and Nordic companies opening a subsidiary, a branch or a shared-service centre. The decision has usually been through an internal approval process before it reaches us.
A typical instruction: a manufacturer choosing between a Polish subsidiary and a branch of the parent. The answer turns on taxation of profits, whether the parent wants its own accounts exposed through the branch filing, transfer pricing between the entities, and who will carry board liability locally.
What matters to them: that legal, tax and accounting are coordinated rather than split across three suppliers, and that the firm can still be here in five years.
Profile C
Investor with an existing Polish problem
Companies that already have exposure in Poland — an unpaid counterparty, an inherited entity that was never properly maintained, a dispute, or a compliance gap discovered during due diligence.
A typical instruction: a foreign group discovers that its dormant Polish subsidiary has unfiled financial statements and an unreachable former board member. The work is remedial — regularising filings, reconstituting the board, and assessing what liability has already crystallised.
What matters to them: a candid assessment of exposure early, and a realistic view of what can and cannot be unwound.
Ways of working with us
Not every investor needs standing counsel from day one, and we do not push relationships into a shape that does not fit the work. In practice, engagements fall into three patterns.
| Model | Best suited to | What it typically covers | Commitment |
|---|---|---|---|
| Project-based | A defined, one-off matter — incorporation, a single acquisition, one permit, one dispute | Scoped legal work with a defined start and end, quoted before we begin | None beyond the matter itself |
| Ongoing counsel (retainer) | Companies with a live Polish entity and recurring legal questions | Corporate housekeeping, contract review, employment questions, filing calendar, ad hoc advice with priority response | Rolling, terminable on notice |
| Full back-office | Groups that want no local infrastructure of their own | Legal counsel plus bookkeeping, payroll, tax filings and immigration handled inside CGO Group | Rolling, with an agreed service scope |
Most relationships start as project-based work — usually an incorporation or a specific problem — and move to ongoing counsel once the entity is operating. That progression is normal and we do not ask for a long-term commitment up front to earn it.
What we cover
The reason clients consolidate work with us is rarely the law in isolation. A Polish entity produces legal, tax, accounting and immigration obligations simultaneously, and the gaps between three separate providers are where deadlines get missed. Inside CGO Group those four disciplines sit in the same office.
Corporate and commercial
Choice of vehicle and company registration in Poland — sp. z o.o., the simple joint-stock company (PSA), a joint-stock company, a branch or a representative office, each with different capital, governance and reporting consequences. Then the continuing work: shareholder resolutions, share transfers, board changes, beneficial owner filings, capital increases, transformations and, where a structure has served its purpose, liquidation. Commercial contracts — supply, distribution, services, NDAs — drafted or reviewed under Polish law rather than translated from a foreign template. Our ongoing legal assistance service covers this on a continuing basis.
Tax
Poland’s headline corporate income tax rate is 19%, with a reduced 9% rate for qualifying smaller companies and a 5% IP Box rate on qualifying income from intellectual property. Those numbers are the easy part. What needs advice is the structure underneath them: withholding tax on dividends, interest and royalties leaving Poland, double tax treaty positions, transfer pricing documentation between group entities, permanent establishment risk, and VAT registration and settlement for cross-border supplies. Our tax advisory practice handles opinions, planning and representation in disputes with the authorities.
Accounting and payroll
Statutory bookkeeping under the Polish Accounting Act, monthly VAT and JPK_V7 submissions, e-invoicing through KSeF, annual financial statements and their filing with the KRS, and payroll with the associated ZUS and personal income tax obligations. Because our accounting team sits alongside the tax advisors, the treatment applied in the books is the treatment the tax advisor actually recommended — which is not always the case when the two functions are bought separately.
People and mobility
Employment contracts and employer obligations under the Polish Labour Code, and — where staff are coming from outside the EU — work permits in Poland, the single permit, the EU Blue Card, residence documents for board members and shareholders, and posted-worker and Mobility Package compliance for transport operators. Immigration timelines are frequently the binding constraint on an expansion plan, so they belong in the schedule from the start rather than as an afterthought.
Disputes and recovery
Commercial litigation, arbitration, and debt collection in Poland for creditors, including enforcement through a bailiff and recognition of foreign judgments. For regulated activity, sector authorisations — from general business permits and licences to crypto and CASP authorisation under MiCA.
How an engagement starts
The sequence below is how a typical foreign-investor instruction runs from first contact to steady state. Timings assume a complete document set — incomplete files are the single most common cause of delay.
- Initial call, at no charge. Around thirty minutes to understand the commercial objective, not just the legal request. We use it to establish what you are actually trying to achieve in Poland and whether we are the right firm for it. If your matter is straightforward enough that you do not need a law firm, we say so.
- Scope and written proposal. We set out what will be done, in what order, by whom, and on what fee basis, in writing, before any work begins. Where the matter has stages, we scope the first stage properly rather than estimating the whole thing loosely.
- Engagement and power of attorney. Engagement letter signed, and a power of attorney put in place so that we can act before the registry, tax office and other authorities without requiring your presence. This is the step that removes the need to travel.
- Structuring decisions. Before anything is filed, the decisions that are expensive to reverse: entity type, shareholding and governance structure, registered office, PKD activity codes, board composition and who carries local liability, and the tax and VAT position that follows from all of it.
- Execution. Incorporation and registry filings, tax and VAT registration, beneficial owner register, bank account onboarding support, and any permits the activity requires. One named lawyer owns the file and reports progress; you are not passed between departments.
- Handover to steady state. Once the entity is operating, the recurring calendar — accounting, payroll, tax filings, corporate housekeeping — is either taken over by our teams or handed to yours with the deadlines documented. This is the step most providers skip, and it is where dormant compliance problems are created.
Fees and how we quote
We do not publish price lists, and we would treat any firm that does with some caution on matters of this kind. Two incorporations that look identical on paper can differ by an order of magnitude in work once foreign shareholding structures, regulated activity or a corporate parent’s internal requirements are involved. A published figure either has to be so hedged that it tells you nothing, or it is a low anchor that gets revised upward once the real scope emerges.
What we do instead is quote properly, in writing, before starting — and explain openly what drives the number.
How fees are structured
- Fixed fee — for work with a predictable scope: incorporation, a standard permit application, a defined contract drafting task. You know the cost before we begin.
- Monthly retainer — for ongoing counsel and for accounting or payroll, based on an agreed scope and volume rather than on how many questions you ask.
- Hourly — for matters whose extent genuinely cannot be known in advance, such as contested litigation or complex due diligence. Where we work hourly we agree a cap or a review point, so the exposure is not open-ended.
- Success fee — commonly available in debt recovery, where our fee is linked to what is actually recovered. This keeps the entry cost low for creditors who do not yet know whether recovery is realistic.
What drives the cost
Four factors account for most of the variation between a simple engagement and an expensive one: the shareholding structure (a single individual shareholder is straightforward; a chain of corporate entities across several jurisdictions requires documentation and verification at each level), whether the activity is regulated (a licence application is a different order of work from a standard registration), whether foreign staff are involved (immigration adds a parallel workstream on its own timetable), and the state of any existing entity (remedial work on unfiled accounts or an incomplete corporate record is unpredictable by nature).
Tell us which of those apply to you on the initial call and the quote you receive will be realistic rather than provisional. Statutory costs — court fees, notarial fees, registry charges, official translations — are passed through at cost and identified separately from our fee, so you can see what is a payment to the state and what is a payment to us.
Five mistakes we see foreign investors make
None of these are exotic. All five appear repeatedly, and all five are cheaper to avoid than to remedy.
1. Treating incorporation as the whole project
A company formed through a low-cost package and then left without an accountant or counsel will accumulate a compliance gap quietly for a year or more. It usually surfaces at the worst moment — during due diligence, a financing round, or a tax review — when the cost of remediation is highest and the options are fewest.
2. Choosing the entity type on cost alone
The cheapest structure to register is not always the right one. A branch may look simpler than a subsidiary until the parent realises it now carries direct liability in Poland and must file information about itself. Reversing that decision later means a fresh incorporation and a migration of contracts, permits and employees.
3. Using a mailbox address as the registered office
A virtual office is acceptable for some activities and fatal for others. Several regulated permits require premises that genuinely support the activity, and the authorities verify this both on application and during later inspections. Lease arrangements should be checked against the specific requirement that applies to your activity before signing, not afterwards.
4. Underestimating board exposure
Appointing a board member as a formality — a family member, a junior employee, someone abroad who will never see the accounts — misjudges what Polish law attaches to that seat. Board members carry duties whose breach can become personal, and the person holding the seat needs to understand and be able to discharge them.
5. Buying legal, tax and accounting from three different providers
Each provider does its own part correctly and no one owns the space between them. The lawyer assumes the accountant is tracking the filing calendar; the accountant assumes the tax advisor approved the treatment; the tax advisor never saw the contract. Most compliance failures we are asked to remedy sit precisely in those gaps rather than inside any one discipline.
Working with us in practice
Every matter has one named lawyer who owns it and reports to you directly. Specialists are brought in behind that person, so you are not re-explaining your business to a new contact each time the subject changes.
We work in English, French, Polish and Russian, and correspondence, contracts and meetings can be conducted in any of them. Most filings and registrations are handled under power of attorney, so travel to Poland is the exception rather than the rule. Scope and fees are agreed in writing before work starts, and statutory costs are identified separately from our fee.
We have been advising international clients on Polish operations since 2010, and the firm now numbers around 70 lawyers, tax advisors and accountants. Legal, tax, accounting and immigration sit under one roof inside CGO Group — which is the reason the gaps described above do not open up in the first place.
Jakub Chajdas
Contact an expert
info@cgolegal.com
+48 22 873 79 90
For over 12 years of his work at CGO Group Jakub has been supporting foreign investors in setting up and developing their business in Poland. He provides an allround legal and tax suport for corporations with foreign capital.
Till date Jakub has been trusted by Clients from countries such as e.g. USA, UK, Canada, Italy, UAE, Israel as well as Belarus, Ucraine and Baltic States. In his legal practice Jakub supports entrepreneurs with main focus on IT, HR, production and real estate sectors.
Jakub endorses efficient and comfortable business cooperation. If you are interested in tax and legal matters related to setting up and developing a business in Poland he is the person you should contact with. Jakub provides support both in English and Italian.
Frequently asked questions
Do I need a Polish partner or a resident director to invest in Poland?
No. A foreign individual or a foreign company can hold 100% of the shares in a Polish limited liability company, and there is no requirement for any board member to be a Polish citizen or resident. Separate rules apply to the acquisition of agricultural and forest land, and to activity in regulated sectors, but for ordinary commercial operations there is no local participation requirement.
Do I have to travel to Poland to set up or run the company?
In most cases, no. Incorporation, tax and VAT registration, beneficial owner filings and the great majority of ongoing submissions are handled under power of attorney. Some steps may still require your involvement — certain notarial acts, and bank onboarding, where the bank’s own policy decides whether remote verification is accepted. We tell you at the quoting stage whether your specific structure will require a visit.
What is the difference between a Polish subsidiary and a branch?
A subsidiary is a separate Polish legal entity with its own liability, its own accounts and its own tax position. A branch is not a separate entity — it is the foreign parent operating in Poland, which means the parent carries the liability directly and the branch filing exposes information about the parent. The choice affects taxation of profits, transfer pricing, and how visible the group structure becomes locally. It should be made before incorporation, not after.
Can board members be held personally liable in Poland?
Yes, in defined circumstances. Polish company law allows creditors to pursue management board members personally for company obligations where enforcement against the company proves ineffective and the board did not take the steps the law requires in time. Separately, the Fiscal Penal Code can attach personal liability for tax irregularities. This is the single most under-appreciated risk for foreign investors who treat a Polish board seat as a formality.
What ongoing obligations does a Polish company have?
The recurring calendar covers corporate filings with the KRS including annual financial statements, the beneficial owner register, monthly VAT and JPK_V7 submissions, e-invoicing through KSeF, corporate income tax settlement, and — where there are employees — payroll, personal income tax and ZUS social security. Missing filings does not usually produce an immediate penalty notice; it produces a compliance gap that surfaces later, often during a transaction or an audit.
Can you act for us if we already have a Polish company that has been neglected?
Yes, and it is a common instruction. The first step is a review of what has actually been filed and what has not, so that exposure can be assessed before anything is submitted. Remedial work typically involves regularising financial statements, correcting the corporate record, reconstituting the board where necessary, and addressing any tax position that has been left open.
What languages do you work in, and who will we deal with?
We work in English, French, Polish and Russian. Each matter has one named lawyer who owns the file and is your point of contact; specialists in tax, accounting or immigration are brought in behind that person rather than fragmenting the relationship across departments.
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