Entering the Polish market in 2026 – a legal checklist for German investors

Entering the Polish market requires German investors to ensure they are properly prepared from a legal perspective, to choose the appropriate form of business and to plan the structure of their investment.

Poland offers entrepreneurs numerous opportunities for growth. Its geographical location, economic conditions and access to the European Union’s single market mean that an increasing number of foreign companies are considering expanding their operations into Poland. However, many German entrepreneurs planning to enter the Polish market are wondering where to start and what issues they should pay particular attention to.

We have therefore put together a brief guide to help German investors plan the launch of their business in Poland and take into account the most important legal and organisational issues.

1. Entering the Polish market – choosing the right business structure

To begin with, it is worth asking yourself a fundamental question: „How do I want to run my business in Poland?”. There are several options. Choosing the best solution depends on the planned scope of operations, the structure of the business and the investor’s long-term objectives.

One option is to set up a subsidiary in Poland. In this case, the German company establishes a new company to operate on the Polish market. In doing so, the necessary formalities must be completed, in particular choosing the legal form, drawing up the articles of association and registering the company with the relevant register.

Another option is to set up a branch of a German company. It should be borne in mind that a branch does not have its own legal personality and is therefore not a separate legal entity. As a general rule, the parent company in Germany is liable for the branch’s activities and any associated obligations, subject to the applicable legislation.

Important: Choosing the right business structure is not just a matter of organisation. It also has implications for tax matters, liability for debts and the possibility of subsequently selling the business or exiting the investment.

Read also: ESG in international transactions – how to prepare your company for the CSRD and investor expectations.

2. Setting up a company in Poland

Once you have chosen the legal form, you can proceed to prepare and set up the company. It is worth bearing in mind the five basic steps.

Identification of shareholders and the shareholding structure

First, it is necessary to determine who will be a partner in the company and how the shares will be allocated. This is important, amongst other things, for the subsequent distribution of profits, decision-making and the exercise of control over the company.

Drafting the articles of association

The next step is to draw up the articles of association. These should set out the key aspects relating to the organisation and operation of the company, including its scope of business, registered office, share capital, share structure and rules on representation.

Seeking legal assistance

If an entrepreneur is not sufficiently familiar with Polish law or has doubts regarding specific contractual provisions, it is advisable to seek professional assistance. This enables the drafting of articles of association tailored to individual needs and the planned business model.

Determination and contribution of capital

The amount of share capital must also be determined and its payment ensured in accordance with the applicable regulations. In the case of a Polish limited liability company (sp. z o.o.), the minimum share capital is 5,000 PLN, and in the case of a public limited company (S.A.) – 100,000 PLN. For a simplified public limited company (P.S.A.), the minimum share capital is 1 zł.

Company registration

The next important step is the registration of the company. Companies limited by shares must be entered in the National Court Register (KRS). The application is submitted electronically. The procedure depends, amongst other things, on how the articles of association were drawn up. In certain cases, registration may take place via the S24 system or Court Registers Portal (PRS).

Find out more: Limited liability company agreement – what should be included in addition to the S24 template?.

Our recommendation: Do not treat the process of setting up a company merely as a formal registration procedure. Even at this stage, the articles of association, management structure and financing should be tailored to the planned business activities. In the case of German shareholders, it is also advisable to prepare the required registration documents, powers of attorney and signatures well in advance.

3. Shareholders’ agreement

The articles of association alone are not always sufficient to comprehensively regulate the relationship between the shareholders. If several investors are involved in the venture, it is worth considering drawing up an additional shareholders’ agreement.

Such an agreement makes it possible to set out the terms of cooperation and safeguard the interests of the parties involved, particularly in the event of situations that may lead to differences of opinion.

The shareholders’ agreement should, amongst other things, provide for:

• decision-making principles;
• funding;
• profit distribution;
• disposal of shares;
• rights of first refusal and rights relating to the joint sale of shares;
• the rules governing a partner’s withdrawal from the partnership.

A shareholders’ agreement is, as a rule, a separate contract which is not subject to automatic disclosure in the National Court Register (KRS). However, it does not replace the articles of association. Its provisions must comply with the applicable legislation, and certain provisions should also be included in the articles of association in order to have the intended effect under company law.

Our recommendation: Set out not only the terms of day-to-day cooperation, but also arrangements in the event of disputes, the need for additional funding or the intention of one of the partners to sell their shares. A carefully drafted agreement can minimise the risk of disputes and support the company’s long-term stability.

4. Investment structure

Before entering the Polish market, an entrepreneur should consider how to structure their investment in legal, financial and ownership terms. It is worth answering three key questions:

1. Where will the Polish company obtain the funds needed to start its business?
2. How will the investment be carried out? Will the entrepreneur set up a new company, acquire shares in an existing entity, or purchase selected assets from it?
3. Who will manage the company?

The answers to these questions may affect liability for obligations, the flow of funds between Poland and Germany, taxation and the extent of control over operations in Poland.

You may also be interested in: New VAT rules for small businesses (SME VAT Scheme).

Our recommendation: Plan the structure of the investment before the company is even set up. This will make it easier to align the financing, relationships between affiliated companies and governance arrangements with the investor’s long-term objectives.

5. Due diligence – legal due diligence on property

Setting up a business in Poland often involves finding suitable premises. Depending on the nature of the business, the entrepreneur may need an office, a warehouse, commercial premises or industrial property.

Before signing a tenancy or sale agreement, the legal status of the property must be thoroughly verified. This involves, in particular, establishing the ownership status, analysing the land and mortgage register, and checking for any encumbrances or restrictions that might affect the intended use of the property.

A thorough analysis enables potential problems to be identified at a sufficiently early stage and helps to minimise the risk of unforeseen difficulties once operations have commenced.

Our recommendation: Do not sign a tenancy or property purchase agreement without first checking the property’s legal status and the terms of the agreement. Ensure that the property meets your business’s needs and that the terms of the agreement do not expose you to unnecessary risks.

Summary

It is advisable to carry out a legal analysis before entering the Polish market, as this will help minimise the risk of costly mistakes when setting up and running a business. Starting a business in Poland requires careful preparation. Choosing the appropriate legal form, correctly establishing and registering the company, clear agreements between the partners, a well-thought-out investment structure and a review of the legal status of the property are all issues that should be taken into account as early as the planning stage.

Worth a read: Brand protection and GPSR implementation - a guide for manufacturers and distributors.

Are you thinking of setting up a business in Poland?

The International Law Practice supports businesses from the moment a company is incorporated right through to providing ongoing legal support in their day-to-day operations. Through our German Desk, we assist companies with legal cooperation between Germany and Poland.

Legal status: October 2026. This article is for general information purposes only and does not constitute individual legal or tax advice or an opinion. The information provided relates to general legal issues and does not take into account the circumstances of any specific case. Before making any decisions based on this information, you should verify the current legal situation and analyse your individual circumstances, seeking professional legal advice where necessary. Although every effort has been made to ensure the accuracy of this publication, changes in legislation, case law or practice may affect the validity of the information provided.