A Ukrainian logistics company expanding into Poland faces an immediate choice: register a spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) or a spółka akcyjna (joint-stock company, S.A.). Both forms are recognised by Polish corporate legislation and both allow full foreign ownership. Yet the wrong choice can foreclose future fundraising, complicate exit structures, or create unnecessary compliance costs from day one.
Polish company law offers Ukrainian investors two primary vehicles for setting up company operations in Poland: the sp. z o.o. and the S.A. The sp. z o.o. requires a minimum share capital of PLN 5,000 and suits most small-to-medium operations, while the S.A. demands PLN 100,000 and is designed for capital-market access or large institutional ownership. Choosing the wrong structure before registration in the National Court Register (KRS) can require a costly conversion procedure that delays operations by several months.
This guide walks through the decision matrix step by step. It covers formation procedures, governance requirements, capital rules, cross-border considerations, and three business scenarios drawn from the experience of Ukrainian clients entering the Polish market. A checklist and FAQ section follow at the end.
What makes sp. z o.o. the default choice for Ukrainian investors?
The sp. z o.o. is the most widely used corporate vehicle in Poland. It combines limited liability with low formation costs and a flexible governance structure. For a Ukrainian investor setting up company operations for the first time in Poland, it removes most of the administrative friction that comes with the S.A. form. The minimum share capital of PLN 5,000 can be contributed in cash or in kind, and the company can be registered entirely online through the S24 portal of the National Court Register (KRS) within 24 hours.
Governance is straightforward. A sp. z o.o. requires only a management board (zarząd). A supervisory board is optional unless the share capital exceeds PLN 500,000 and the company has more than 25 shareholders. This matters for Ukrainian family businesses or single-founder structures where adding a mandatory supervisory layer would be burdensome.
Shareholder decisions are documented by resolutions rather than notarial deeds in most cases. Share transfers do require a document with certified signatures, but routine operational decisions do not. This reduces notarial costs substantially compared to the S.A. form. Annual compliance obligations include filing financial statements with the KRS and maintaining a register of beneficial owners with the Central Register of Beneficial Owners (CRBR).
One limitation deserves attention. The sp. z o.o. cannot issue bearer shares or publicly trade its shares on the Warsaw Stock Exchange (GPW). If a Ukrainian investor anticipates an IPO within five to seven years, the sp. z o.o. will eventually need to be converted to an S.A. – a process that takes roughly three to four months and involves notarial deeds, a court registration procedure, and auditor involvement. Starting with the wrong form forfeits the time and cost of that conversion.
We assisted a Ukrainian IT services company in registering a sp. z o.o. in the Mazowieckie region (spring 2025). The company was operational within 48 hours of submitting its S24 application, with a total formation cost below PLN 2,000.
When does the S.A. structure become the right instrument?
The S.A. is the appropriate vehicle when capital-market access, institutional co-investment, or employee share ownership plans are part of the business plan from the outset. It requires a minimum share capital of PLN 100,000, at least 25% of which must be paid up before registration. The formation process involves a notarial deed of incorporation, a founding shareholders' meeting, and KRS registration – typically four to eight weeks in total.
The S.A. offers structural advantages that the sp. z o.o. cannot replicate. It can issue multiple classes of shares, including preference shares with enhanced voting rights or priority dividend rights. This makes it significantly more attractive for venture capital or private equity co-investors who require preferred equity structures. The S.A. is also the mandatory form for companies seeking a listing on the GPW or the alternative NewConnect market.
Governance is more rigid. The S.A. requires both a management board and a supervisory board of at least three members (five if the company is publicly listed). Board members owe statutory duties of care and loyalty under Polish corporate legislation. Shareholder resolutions on key matters must be passed at a general meeting convened with statutory notice periods – typically two to three weeks for an extraordinary meeting.
Annual compliance for an S.A. is more demanding. Financial statements must be audited once the company crosses two of three statutory thresholds: total assets above PLN 2.5m, net revenue above PLN 5m, or average employment above 50. Audit fees and supervisory board remuneration add recurring costs that are absent in a typical sp. z o.o. structure.
We structured an S.A. for a Ukrainian manufacturing group entering Lower Silesia (autumn 2024). The client required a preferred share class for a German co-investor contributing EUR 3m. The sp. z o.o. form would have required a partnership-level arrangement instead, creating additional tax complexity.
How do formation costs and timelines compare?
Cost and speed are often the first factors Ukrainian clients ask about. The gap between the two forms is significant. A sp. z o.o. registered via S24 costs approximately PLN 350 in court fees. A sp. z o.o. formed by notarial deed costs PLN 500 in court fees plus notarial fees that typically range from PLN 1,000 to PLN 3,000 depending on share capital. Formation can be completed in one to three business days via S24 or two to three weeks via notarial deed.
The S.A. requires a notarial deed regardless of formation method. Court registration fees are PLN 500. Notarial fees depend on the value of share capital and typically start at PLN 3,000 to PLN 5,000. The total formation timeline for an S.A. is four to eight weeks, accounting for the founding meeting, deed preparation, and KRS processing time.
Ongoing compliance costs diverge further over time. A sp. z o.o. with a single shareholder and straightforward operations may incur annual accounting and legal costs of PLN 15,000 to PLN 30,000. An S.A. subject to statutory audit and supervisory board requirements will typically incur PLN 60,000 to PLN 120,000 annually – or more for larger structures.
- Sp. z o.o. via S24: PLN 350 court fee, operational within 24–48 hours
- Sp. z o.o. via notarial deed: PLN 500 court fee plus notarial fees, two to three weeks
- S.A.: PLN 500 court fee plus notarial fees from PLN 3,000, four to eight weeks
- Conversion from sp. z o.o. to S.A.: three to four months, notarial deed required
- Annual audit threshold: two of three criteria – PLN 2.5m assets, PLN 5m revenue, 50 employees
Due diligence Poland procedures before acquisition of an existing company add to the timeline. A standard legal and financial due diligence for a small Polish target takes four to six weeks and costs EUR 8,000 to EUR 20,000 depending on scope. Building this cost into the initial structure decision avoids surprises later.
What are the three scenarios most common among Ukrainian investors?
Ukrainian investors entering Poland typically fall into one of three operational profiles. Each profile points clearly to one corporate form over the other.
Scenario 1 – Manufacturing relocation. A Ukrainian manufacturer relocates part of its production to Poland to maintain EU market access. The company will have 20 to 50 employees, one or two Ukrainian shareholders, and no near-term plans for external investment. The sp. z o.o. is the correct form. It provides limited liability, a simple governance structure, and annual compliance costs that match the company's operational scale. Employment law compliance obligations – including Ukrainian nationals working under Polish contracts – are addressed separately under Polish labour law and EU free movement rules. See our related guide on employment law compliance for Ukraine companies in Poland for the full framework.
Scenario 2 – IT services or tech startup. A Ukrainian software company establishes a Polish entity to access EU clients and EU-based talent. The founders anticipate a seed round within 18 months and a Series A within three years. The sp. z o.o. is suitable for the seed stage. However, if the business plan includes an employee stock ownership plan (ESOP) or convertible instruments for institutional investors, the founders should consider whether to incorporate as an S.A. from the start or plan a conversion before Series A. Our guide on ESOP structuring for Polish startups and tech companies covers the relevant instruments in detail.
Scenario 3 – Trading or distribution. A Ukrainian trading company sets up a Polish subsidiary to distribute goods across the EU. Shareholders are two Ukrainian individuals. No external capital is planned. The sp. z o.o. via S24 is the fastest and cheapest path. The company can be operational within 48 hours, with VAT registration following within two to four weeks. The decision matrix for this profile is straightforward: the S.A. offers no structural benefit and adds cost and governance complexity that the business does not need.
What common mistakes should Ukrainian investors avoid?
Several recurring errors appear in M&A Poland transactions and greenfield registrations involving Ukrainian clients. Identifying them early saves time and money.
Mistake 1 – Choosing the S.A. for prestige reasons. Some Ukrainian investors associate the S.A. with greater corporate credibility. In practice, Polish banks, suppliers, and commercial counterparties treat a well-run sp. z o.o. as fully equivalent for most commercial purposes. Choosing the S.A. without a genuine need for its structural features adds compliance costs without commercial benefit. This forfeits PLN 40,000 to PLN 90,000 in unnecessary annual costs.
Mistake 2 – Undercapitalising the sp. z o.o. The PLN 5,000 minimum is a legal floor, not a recommended level. Polish corporate legislation allows creditors to pierce the corporate veil in certain circumstances where the company was undercapitalised from the outset. A realistic capitalisation for a trading or manufacturing operation is PLN 50,000 to PLN 200,000 depending on the scale of operations. Undercapitalisation creates personal liability risk for board members – an irreversible consequence once creditor claims arise.
Mistake 3 – Delaying CRBR registration. Every Polish company must register its beneficial owners in the Central Register of Beneficial Owners (CRBR) within seven days of KRS registration. Failure triggers a fine of up to PLN 1,000,000. Ukrainian investors with complex ownership chains – including holding structures in Cyprus, the Netherlands, or the UAE – must map and declare the full beneficial ownership chain before or immediately after KRS registration.
Investors comparing the Polish decision matrix with the French equivalent will find useful parallels in our guide on the sp. z o.o. vs S.A. decision matrix for France investors.
To receive an expert assessment of your corporate structure before KRS registration, contact info@kordeckipartners.com.
What to prepare before registering in Poland
Preparation before filing reduces registration delays and avoids the need to amend documents after the fact. The checklist below applies to both sp. z o.o. and S.A. formations by Ukrainian investors.
- Apostilled or legalised identity documents for all shareholders and board members (passport copies notarised and apostilled in Ukraine)
- Beneficial ownership map covering all entities in the ownership chain, including any intermediate holding companies
- Decision on share capital amount and contribution method (cash or in-kind)
- Draft articles of association reviewed by Polish counsel before notarial execution or S24 submission
- Polish registered office address (a virtual office address is permissible for KRS purposes)
For Ukrainian nationals acting as board members, a Polish tax identification number (NIP) must be obtained before or immediately after registration. Processing time at the tax office is typically five to ten business days.
Frequently asked questions
Q: Can a Ukrainian national be the sole shareholder and sole board member of a Polish sp. z o.o.?
A: Yes. Polish company law imposes no nationality or residency requirement on shareholders or board members of a sp. z o.o. A Ukrainian national can hold 100% of shares and serve as the sole board member simultaneously. The only restriction is that a single-member sp. z o.o. cannot have its sole shareholder as its sole board member when executing contracts between the company and that individual – those contracts require a notarial deed or a second authorised representative.
Q: How long does VAT registration take after KRS registration?
A: VAT registration with the Polish tax authority typically takes two to four weeks from the date of submitting the VAT-R form. For companies with Ukrainian shareholders or board members, the tax authority may request additional documentation confirming the company's real economic activity in Poland. Building a four-week VAT registration window into the project timeline avoids delays in issuing first invoices.
Q: Is it possible to convert a sp. z o.o. to an S.A. later without liquidating the company?
A: Yes. Polish corporate legislation provides a statutory conversion procedure that preserves the company's legal identity, contracts, and tax history. The process requires a conversion plan, an auditor's opinion on the company's assets, a shareholder resolution with a qualified majority, a notarial deed, and KRS registration of the new form. The full procedure typically takes three to four months. The company continues to operate during conversion, but certain corporate actions – such as distributing profits – are restricted until the process is complete.
Specific circumstances of your company require careful analysis before choosing a corporate form. Selecting the wrong structure precludes efficient fundraising and creates conversion costs that are difficult to reverse once commercial operations begin.
If your company is considering entry into the Polish market and needs to choose between sp. z o.o. and S.A. – we will assess your ownership structure, capital requirements, and growth timeline, and recommend the correct vehicle: info@kordeckipartners.com.
About KORDECKI & Partners
KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to corporate formation, M&A, and cross-border structuring. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. Our Ukrainian Desk advises clients on all aspects of setting up company operations in Poland, from KRS registration to due diligence Poland procedures and ongoing governance. To discuss your situation, contact info@kordeckipartners.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.