Short answer: pick S24 for simple, cash-only setups; use a notary for custom clauses or in‑kind contributions
Choose S24 if you can accept the Ministry of Justice’s template articles of association, all contributions are in cash, founders can sign electronically, and you do not need unusual rights or share structures. It is an online, template-based path to KRS (the National Court Register) suited to straightforward sp. z o.o. registrations.
Choose a notary if you need any custom language in the articles, plan in-kind contributions (aport), want different share classes or investor protections, require special governance rules, or face signature/ID hurdles online. A notary deed gives drafting flexibility and accommodates scenarios the S24 template does not cover.
What S24 is and when it works best
S24 is a government online system for forming a spółka z ograniczoną odpowiedzialnością (sp. z o.o.) using standard templates. It routes your application electronically to KRS. Founders and management board members sign documents within the system using accepted electronic signatures.
S24 works best when your company can run on the template: equal or simple share structure, no bespoke veto rights or liquidation preferences, cash contributions paid in per the template rules, and standard management representation rules. It is practical for founders who have or can obtain an accepted e-signature and who do not need to negotiate complex term sheets into the articles.
Court processing times depend on the registry court’s workload and the completeness of your filing. S24 removes drafting steps but does not bypass KRS review. If you are on a strict launch timeline, plan for potential questions from the court and build in buffer time.
When the notary route is required or safer
Use a notary when you need to go beyond the S24 template. Common triggers include in-kind contributions (for example, IP, equipment, or shares in another company), differentiated share rights, detailed investor protections, convertible structures that require tailored provisions, specific supervisory board requirements, or unusual representation rules for the management board.
A notary deed allows custom drafting and the notary verifies identities on the spot. Foreign founders often prefer this route if they cannot arrange a Polish-recognized electronic signature quickly or if sworn interpreter support is needed. You can also sign via a power of attorney that is legalized or apostilled, with translations if required. Your notary will tell you what they can accept, and formalities depend on the documents and countries involved.
If you expect term-sheet negotiations or future rounds, the flexibility of a notary deed can save re-registration steps later. While notary involvement adds coordination, it often reduces back-and-forth with KRS when the structure is non-standard.
Signatures and IDs: what each path expects
For S24, every person who must sign in the system needs either Profil Zaufany (ePUAP) tied to a PESEL, or a qualified electronic signature that is recognized in Poland under eIDAS. Non-resident founders without PESEL commonly use a qualified signature from an EU trust service provider. Check in advance that your signature certificate is accepted by the system and supports the required format.
For the notary route, signers can appear in person with valid ID (typically a passport). If you cannot attend, many notaries accept a power of attorney issued abroad that has been legalized or apostilled and translated by a sworn translator into Polish where necessary. Exact formalities vary by country and by notary practice, so confirm requirements before you schedule.
In both routes, if any founder is a legal entity, prepare its corporate documents, registry extracts, and resolutions authorizing the investment. Documents from abroad may need legalization/apostille and sworn translation into Polish. Verify what your notary or the court will accept for your specific case.
Information to prepare before you start
Company name and seat: Decide the company’s business name and the registered seat (city). You will also need a service address for correspondence; a virtual office is commonly used, but ensure your provider supports KRS filings and official mail handling.
Scope of activity (PKD codes): Identify your main PKD code and additional codes if needed. PKD is the Polish Classification of Activities used by KRS and statistical authorities. Pick codes that reflect actual operations to avoid later amendments.
Share capital and shareholders: Define the share capital amount, number and nominal value of shares, and who subscribes to how many shares. For S24, keep it cash-only and simple. For notary, decide if any contributions in kind are planned and be ready to describe them precisely.
Management board and representation: Choose board members and how they sign for the company (for example, one board member alone, two jointly, or one jointly with a proxy). S24 offers standard options; notary drafting allows more nuance.
Company email and UBO data: KRS requires a company email address. After registration, the ultimate beneficial owners (UBOs) must be reported to CRBR (Centralny Rejestr Beneficjentów Rzeczywistych) within a statutory period; confirm the current deadline on the official CRBR site.
Tax and accounting basics: Decide your accounting provider, planned tax registrations (for example, VAT-R if applicable), and whether you will hire staff soon (ZUS employer registrations may be needed). Some identifiers like NIP (tax number) and REGON (statistical number) can be assigned via the KRS process; confirm current practice for your court and filing path.
Post-registration steps that apply to both routes
Obtain and verify identifiers: After KRS entry, make sure your company details include NIP and REGON. If they were not assigned automatically, apply promptly. Keep your KRS current if anything changes.
CRBR filing: Report beneficial owners to CRBR within the legal time limit. Penalties can apply for missing or late filings. Because deadlines can change, always verify the current requirement with the official CRBR website or a qualified adviser.
Tax and VAT: If your activity requires or benefits from VAT registration, file VAT-R with the competent tax office. The need for pre-activation verification or a bank account on the “white list” may arise depending on your activity; check the latest rules.
Bank account and KSeF: Open a company bank account. Banks will perform KYC and may ask for KRS, NIP, REGON, articles of association, and board IDs. Poland is rolling out the KSeF e-invoicing system; monitor official timelines and prepare your accounting setup accordingly.
Which route fits? Three quick scenarios
Solo founder, software services, wants to start next month, no investors yet, cash-only capital, has an EU qualified e-signature: S24 is usually the fastest fit. Prepare standard template choices, confirm signature compatibility, and file.
Two founders plus an investor seeking preferential rights, anti-dilution, and board observer clauses: Notary route is advisable. You will need tailored articles to reflect investor protections that the S24 template does not support.
Hardware startup contributing equipment and patents as initial capital: Notary route is required for in-kind contributions. Expect to document the contribution precisely and align with notary guidance on valuations and descriptions.
Legal note and where to verify
This article provides general guidance only. Company formation, document acceptance, and registration timelines in Poland depend on your exact facts and the competent authorities’ current practice. Always verify up-to-date requirements with official sources such as the Ministry of Justice portals (S24 and PRS), CRBR, KRS, and your notary or tax office.
If you want structured help choosing a route and assembling signatures, addresses, and filings, Auranik’s Business Setup in Poland service can coordinate the steps, communicate with the notary if needed, and keep your post-registration tasks on track.
Next steps
Decide whether your sp. z o.o. can run on template articles and cash contributions. If yes, line up accepted e-signatures and prepare S24 data. If not, book a notary and gather powers of attorney, translations, and any in-kind contribution details.
Prepare your PKD codes, registered address, share structure, board, UBO data, and company email. Plan post-registration: CRBR filing, NIP/REGON verification, VAT-R if applicable, accounting, and bank onboarding.
If you are unsure which path best fits, ask Auranik to review your structure and timeline. We can help you avoid common snags and file once, correctly.
Community content reflects individual experiences and should not be treated as legal, immigration, financial or government advice.
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