The board has approved a Polish subsidiary and someone asks the obvious question: do we set up a new company, or is it quicker to buy one off the shelf? It is a fair question, and it usually starts one step too late. Before you choose between a new company and a ready-made one, there is a prior fact that shapes how either happens.
You are probably not forming this company yourself
A foreign group almost never files the incorporation itself. The online route is a Polish-language, procedure-heavy system built for someone who already knows Polish company practice, and the whole point of a local budget is not to make a CFO in another country click through it. So in practice both options - the fresh company and the ready-made one - run through a Polish adviser. That is the honest starting point, and it means the real decision is about what the adviser delivers, not about who does the work. (How long a formation takes, and what slows it down, is its own subject - see the companion piece on timing.)
What “building” a company actually means
Building means the adviser incorporates a brand-new sp. z o.o. for you. There are two forms. A notarial deed (akt notarialny), signed before a Polish notary (notariusz - a civil-law notary, not a US-style notary public), lets you draft the articles of association (umowa spółki) freely (Art. 157 § 2 of the Commercial Companies Code, Kodeks spółek handlowych, “KSH”). The S24 online template (Art. 157¹ KSH) is faster but rigid: you assemble the articles from preset options rather than writing them. Either way the adviser can act under a power of attorney, so nobody flies to Poland to sign, and you end up with a clean limited liability company (sp. z o.o.) built to your specification on the minimum capital of PLN 5,000 (or more, if the group prefers).
What “buying” a ready-made company actually means
A ready-made company (spółka gotowa), also called a shelf company or an SPV, is a clean sp. z o.o. the adviser has already incorporated and kept dormant. You do not form it - you acquire it. The transfer of the shares is made in written form with notarised signatures (Art. 180 § 1 KSH); for a company originally set up on the S24 template it can also go through the S24 system, but that needs a Polish-recognised electronic signature, so for a foreign buyer the notarised-signature route is the usual one (Art. 180 § 2 KSH).
The change of the management board (zarząd) is handled by the adviser, not left to you - either just before the sale, while the firm is still the shareholder, or immediately after, under a power of attorney from the client. In each case you take over a company you own in full (100% of the shares) and control in full (your own board), with nothing left for you to do.
What the client provides is a compact set. First, a power of attorney for the adviser to acquire the shares and to pass the shareholders’ resolutions the transfer needs (changing the board or the articles). Second, a corporate register extract for the acquiring entity. Then a few documents for the National Court Register (KRS) application, such as the updated list of shareholders disclosing the new owner - signed by the client’s new management board - and each new board member’s consent to appointment. The sworn translations (tłumaczenie przysięgłe) are arranged locally, by the adviser, on the client’s behalf.
Is a ready-made company risky?
In plain terms: no. The worry foreign buyers tend to import - “what has this company done before we owned it?” - does not apply to a company that comes from the adviser who created it. It is dormant and clean by construction: no trading, no creditors, nothing to diligence. In the share-transfer agreement I always include the seller’s representations that the company has not carried on any activity, so the point is on the record as well as true in fact.
That said, the real foundation here is trust, and it is worth being blunt about it. A ready-made company is only as clean as the professional handing it over, and every market has its charlatans. So the diligence that matters is on your adviser, not on the company: a client - say, in the United States - that gives a Polish firm a power of attorney over its new subsidiary needs to be confident it is dealing with a qualified advocate (adwokat) acting in its interest, not with whoever was cheapest. Get that right and there is nothing to investigate; the company itself is not the risk. (A genuinely aged company bought from a third party on the open market is a different animal, and outside the scope of this piece.)
The one case where the choice is made for you
Here is the fork that genuinely forces a decision. A single-member sp. z o.o. cannot be the sole founder of another single-member sp. z o.o. (Art. 151 § 2 KSH). So if the vehicle you want is a Polish company wholly owned by a company that is itself a single-member sp. z o.o., you cannot build it that way.
There are two ways around it, and they are not equal. First - the clean one - the bar is on formation only, not on ownership. A single-member sp. z o.o. may perfectly well acquire 100% of an already-registered company, so buying a ready-made one sidesteps the rule entirely. Second, you could take a second founder for a token stake at incorporation and consolidate the shares afterwards. In practice I rarely see the second route: in over a decade of practice I have used the token-shareholder structure twice, because clients do not want the bother when a ready-made company solves the problem in a single step.
Whether Art. 151 § 2 even reaches a foreign single-member company with the features of a sp. z o.o. is unsettled in Polish practice - but it rarely matters in real life. A registry court is unlikely to catch the point at formation, and once the company is registered, unwinding it on this ground is a remote prospect. A ready-made company avoids the question altogether. The fuller treatment of a foreign single-member company as sole shareholder is a separate topic.
Neither one is “ready to trade” on day one
If you are looking for the practical difference between the two routes, it is not VAT - and this is where foreign buyers often guess wrong. A ready-made company is not already registered for VAT (podatek od towarów i usług), and neither is a freshly formed one; on either route VAT registration is a step you take after the company is yours. The same goes for the bank account. So the thing that actually sets your “ready to trade” date - the bank and the VAT registration - is identical whichever way you acquire the company.
What genuinely separates the two is time and paperwork on one side, and tailoring on the other. Buying is faster. In my experience a ready-made company can be yours in around two weeks from the start of the process, whereas forming a fresh one - even through a power of attorney - typically adds two to four weeks on top before it is registered in the KRS. It is also lighter on the client: the power of attorney to buy a company needs only notarised signatures, which most jurisdictions grant readily, while a power of attorney to form a company by notarial deed must itself be a notarial deed (Art. 99 § 1 of the Civil Code), which is harder to arrange abroad. Building earns its extra weeks when you need articles tailored to the group - a bespoke shareholders’ structure, particular governance, an in-kind contribution - because a ready-made company carries whatever template articles it was formed with, and reshaping them means a notarial amendment. There is a transaction tax (PCC) on a share purchase, but a transfer of a freshly built company attracts it too, so it does not tip the choice - confirm the tax treatment with your Polish tax adviser.
What this means for you
If you have no unusual constraint, either route works, and the choice is not worth agonising over. Build when you need bespoke articles or a specific capital structure; buy when you want it up and running sooner, or when a single-member founder is blocked by Art. 151 § 2. Whichever you choose, remember that the date you can actually start trading is set by your bank account and your VAT registration - not by the company itself - so start those in parallel.
Watch out
- “Ready-made” does not mean “ready to trade.” Like a freshly formed company, a shelf company is not VAT-registered on delivery and still needs your bank account before it operates normally.
- Art. 151 § 2 is a formation bar, not an ownership bar. A single-member sp. z o.o. can own 100% of an existing company; it simply cannot be the sole founder of a new one.
- A bought company’s articles are whatever it was formed with - often an S24 template. If you need bespoke articles, budget a notarial amendment, which can erase part of the “buying is faster” advantage.
Next steps
- Settle the shareholder structure first. If the sole shareholder is (or is treated as) a single-member sp. z o.o., plan to buy - or to add a second founder.
- Ask the adviser what is on the shelf, and whether bespoke articles are needed.
- If building, decide bespoke (notarial deed) versus standard (S24), and grant a power of attorney so nobody has to travel.
- Give the adviser the documents for a purchase: a power of attorney to acquire the shares and pass resolutions, and a register extract for the acquiring entity.
- Line up the bank account and VAT registration in parallel - that, not the company, sets your trading date.