{"id":19836,"date":"2026-11-02T17:17:34","date_gmt":"2026-11-02T16:17:34","guid":{"rendered":"https:\/\/bktkancelaria.pl\/?p=19836"},"modified":"2026-11-02T17:17:34","modified_gmt":"2026-11-02T16:17:34","slug":"wejscie-na-rynek-polski-2026","status":"publish","type":"post","link":"https:\/\/bktkancelaria.pl\/en\/entry-into-the-polish-market-in-2026\/","title":{"rendered":"Entering the Polish market in 2026 \u2013 a legal checklist for German investors"},"content":{"rendered":"

Entering the Polish market in 2026 \u2013 a legal checklist for German investors<\/h1>\n

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.<\/p>\n

Poland offers entrepreneurs numerous opportunities for growth. Its geographical location, economic conditions and access to the European Union\u2019s 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.<\/p>\n

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.<\/p>\n

1. Entering the Polish market \u2013 choosing the right business structure<\/h2>\n

To begin with, it is worth asking yourself a fundamental question: \u201eHow do I want to run my business in Poland?\u201d. There are several options. Choosing the best solution depends on the planned scope of operations, the structure of the business and the investor\u2019s long-term objectives.<\/p>\n

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.<\/p>\n

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\u2019s activities and any associated obligations, subject to the applicable legislation.<\/p>\n

Important:<\/strong> 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.<\/p>\n

Read also:<\/strong> ESG in international transactions \u2013 how to prepare your company for the CSRD and investor expectations<\/a>.<\/p>\n

2. Setting up a company in Poland<\/h2>\n

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.<\/p>\n

Identification of shareholders and the shareholding structure<\/h3>\n

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.<\/p>\n

Drafting the articles of association<\/h3>\n

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.<\/p>\n

Seeking legal assistance<\/h3>\n

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.<\/p>\n

Determination and contribution of capital<\/h3>\n

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.) \u2013 100,000 PLN. For a simplified public limited company (P.S.A.), the minimum share capital is 1 z\u0142.<\/p>\n

Company registration<\/h3>\n

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)<\/a>.<\/p>\n

Find out more:<\/strong> Limited liability company agreement \u2013 what should be included in addition to the S24 template?<\/a>.<\/p>\n

Our recommendation:<\/strong> 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.<\/p>\n

3. Shareholders\u2019 agreement<\/h2>\n

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\u2019 agreement.<\/p>\n

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.<\/p>\n

The shareholders\u2019 agreement should, amongst other things, provide for:<\/p>\n