You have decided to set up a company in Poland and the question from the board is simple: how fast can we have it? The honest answer is two numbers and a caveat. Through S24 the company can be registered in about a day; by notarial deed, plan for a few weeks. But the route almost never sets the real timetable - three practical things do, and none of them is the registry court.
What are the two ways to set up a sp. z o.o.?
A Polish limited liability company (sp. z o.o.) is formed in one of two forms. The traditional route is a notarial deed (akt notarialny): the articles of association (umowa spółki) are signed before a notary (notariusz - a civil-law notary, not a US-style notary public), which lets you draft the articles freely.
The online route is S24, a portal run by the Ministry of Justice that lets you form a sp. z o.o. over the internet. You sign with a qualified electronic signature (QES) or a trusted signature (ePUAP - Poland’s national e-government log-in and e-signature). The catch is in how the articles are made: you do not draft them, you build them by choosing from the options the template offers, box by box. For a standard company that is enough; for anything bespoke it is not.
In one line: S24 is fast and rigid; the notarial deed is slower and lets you write the articles you want.
How fast is each - on paper and in practice?
On paper the law is precise. The registry court examines an ordinary application within 7 days of receipt (Art. 20a(1) of the National Court Register Act); for a company formed on the S24 template, it examines the application within 1 day (Art. 20a(2)). What the entry is constitutive of matters: the moment the articles are signed you already have a company in organisation (spółka w organizacji), which acquires rights and obligations in its own name, and sues and is sued (Art. 11 § 1 of the Commercial Companies Code, Kodeks spółek handlowych, “KSH”); on entry in the register it becomes a sp. z o.o. and acquires legal personality (Art. 12 KSH). So the court entry turns your existing company into its final form - it is not what lets it start trading.
In practice the two routes diverge more than the statute suggests.
| Feature | S24 (online template) | Notarial deed |
|---|---|---|
| How the company is formed | Template articles, e-signed | Articles as a notarial deed |
| Capital | Cash only; may be paid within 7 days after entry | Any contribution; paid in full before filing |
| Statutory registration time | 1 day | 7 days |
| In practice | A few hours to 3 days | No rule - days to a few weeks |
| Best when | A standard company, fast | Bespoke articles, or an in-kind contribution |
The practice figures are my own, across more than 100 incorporations: an S24 company is usually in the register within a few hours to three days, while a traditional filing through the Court Registers Portal (PRS), after the deed, follows no rule at all - it can take a few days or a few weeks, and in Warsaw I would plan for 2 to 4 weeks for the court entry.
For precision: the “7 days” and “1 day” are targets, and every request from the court to cure a defect resets the clock. A clean filing is registered close to the target; a sloppy one is not (what the court checks is a separate topic).
Can you operate before you are registered?
You do not have to wait for the register to start. As soon as the articles are signed, the company in organisation can act - hold rights, take on obligations, sign contracts. In plain terms, though, it works with one hand tied: no KRS number, no tax ID (NIP), and it cannot issue a VAT invoice, so many counterparties will not deal with it. That is why the gap between signing and the court entry matters, and why S24 - where that gap is a day or two - feels so much lighter than the deed route, where it can run for weeks.
So what actually slows it down?
Three things, in order of how often they bite.
Signatures. The application is filed by the management board (zarząd) and every board member signs it, through the electronic S24 system or the Court Registers Portal (PRS). A board member abroad does not need a Polish signature: any qualified electronic signature (QES) that complies with eIDAS will do, so a director’s own national QES works. What does not work for a non-resident is the trusted signature (ePUAP) - it effectively requires a PESEL number, and getting one is a long detour, so ePUAP is out. The practical rule is therefore simple: every board member needs an eIDAS-compliant QES, and anyone who does not already hold one has to obtain it first - which is what can sit on the critical path.
The bank, and the 7-day mirage. S24 lets you pay in the share capital within 7 days after registration, which sounds generous. It rarely helps. The capital has to reach an account of the company itself, at the board’s exclusive disposal. The law does let that account sit at any EU/EEA bank and be funded by an online transfer without waiting for the register - but that provision is aimed at companies, not at banks, and it has not removed the real difficulty: banks still hesitate to open an account for a company in organisation. And once the company deals with the Polish tax administration you will want a Polish account anyway: the VAT white list of taxpayers (wykaz podatników VAT) shows only settlement accounts drawn from the Polish banking system, so a foreign account does not appear on it - and counterparties check the list before they pay. With today’s KYC and anti-money-laundering checks, opening that Polish account inside 7 days is very hard, so in practice you fund the company before or around registration, and the traditional route’s “pay before filing” stops looking like a disadvantage.
The court queue. Even a clean filing waits in the queue, and the queue varies by court - hence the Warsaw range above. A defective filing draws a request to cure and loses its place.
Why a foreign group rarely files it itself
Put the three together and a pattern appears: S24 is the fast route, but it is a Polish-language, procedure-heavy system built for someone who already knows Polish company practice - not something a foreign CFO clicks through unaided. So the realistic route for a foreign group is not “self-file on S24” and not even “fly in for the deed”. It is a Polish adviser incorporating the company and transferring it to the group - which is a different clock, and a separate decision (a new company versus a ready-made one) covered in its own article.
What this means for you
If you need a Polish company quickly and its articles are standard, S24 is the fastest path to a registered entity - but assume it will be run for you, not by you. If you need bespoke articles or an in-kind contribution, you are on the notarial-deed route, and the extra time there is real but manageable. Either way, start the two slow things - board members’ signatures and the bank - on day one, not after the company is formed.
Watch out
- The S24 filing window is 7 days, not 6 months. For a company formed on the template, the application must reach the court within 7 days of concluding the articles, or the articles dissolve (Art. 169 § 2 KSH) - far shorter than the 6-month window for a deed (Art. 169 § 1).
- “Registered in a day” is the court’s step, not the whole project. Signatures, translations of foreign documents and the bank sit before and after it.
- A company in organisation can trade, but few will trade with it. Do not promise counterparties invoices before the KRS and NIP numbers exist.
Next steps
- Decide the route: standard articles → S24; bespoke articles or in-kind contribution → notarial deed.
- Get every board member an eIDAS-compliant QES now (a director’s own national QES is fine; the trusted signature/ePUAP needs a PESEL, so it is rarely an option) - this is often the critical path.
- Line up the bank account and the source of the share capital (minimum PLN 5,000) early.
- Prepare foreign corporate documents (register extracts) and their sworn translations in parallel.
- If you are a foreign group, decide who will actually incorporate - you or a Polish adviser.