A sp. z o.o. (limited liability company) is registered in the KRS exclusively online, in one of two ways: through the S24 portal using a ready-made contract template, or through the Court Registers Portal (PRS) after signing the contract at a notary. S24 is cheaper and faster (court fee of PLN 250 instead of PLN 500, no notarial fee), while the notary route allows the articles of association to be shaped freely. The choice depends on how unusual the rules of cooperation among the partners are to be.
S24 or notary and PRS — comparison
| Criterion | S24 | Notary + PRS |
|---|---|---|
| Articles of association | template with selection fields, electronic signature | notarial deed, free content within the limits of the law |
| Court fee for registration | PLN 250 | PLN 500 |
| Notarial fee and PCC | no notarial fee; PCC 0.5% of capital declared by the company | notarial fee; PCC collected by the notary |
| Contributions | cash only | cash and non-cash (in-kind contribution) |
| Covering the capital | up to 7 days from entry into the KRS | before filing the registration application |
| Further amendments to the articles | in S24 only to a limited extent, later at a notary | at a notary |
From 29 November 2025, there is no longer a separate PLN 100 fee for publishing the entry in the Court and Commercial Gazette (MSiG) — the application fee alone is enough.
S24 works well for simple companies: one or several shareholders, equal distribution of rights, cash capital. A notary is a better choice when, among other things, preferred shares, restrictions on the transfer of shares with a right of first refusal, elaborate rules for appointing the management board, an in-kind contribution (e.g. equipment or rights to software) or a supervisory board with defined competences are needed.
What to prepare before registration
- Business name — with the suffix "spółka z ograniczoną odpowiedzialnością" or "sp. z o.o."; it is worth checking in the KRS search tool whether a similar name is not already taken.
- Registered office and address — the city is entered into the articles, the address into the application; a virtual office is permitted.
- PKD codes — the subject of activity, including the predominant one.
- Share capital — at least PLN 5,000, with a nominal value per share of at least PLN 50.
- Management board and representation — who signs on behalf of the company and how.
- Electronic signature — every person signing documents in S24 needs a system account and a trusted profile, a personal signature or a qualified electronic signature. In PRS, the application is signed by a management board member or a professional attorney (adwokat or radca prawny).
Registration via S24 step by step
- All shareholders and management board members create S24 accounts.
- Completing the template: name, registered office, PKD, capital, number of shares, duration, rules of representation. Shareholders can sign remotely from different locations.
- Preparation and attachment of documents the system does not generate — including consents of management board members to their appointment, with a service address, and a declaration whether the company is a foreigner for the purposes of the rules on the acquisition of real estate.
- Signing the application and paying PLN 250 through the payment system.
- After registration: paying in the capital within 7 days and filing the management board's declaration of its coverage, as well as the PCC-3 return (the tax, however, must be paid within 14 days of concluding the articles).
Registration via a notary and PRS
- Agreeing the draft articles and a visit to the notary — signing the deed, appointing the management board (in the deed or by resolution). The notary collects the PCC.
- Paying in the capital to the account of the company in organisation (or into the cash desk) before filing the application.
- Creating a PRS account and completing the application for entry in the register of entrepreneurs with attachments: list of shareholders, declaration on coverage of the capital, consents of management board members.
- Signing the application with an electronic signature and paying PLN 500.
- Monitoring the case in PRS — the court's calls to supplement missing documents arrive electronically and have short deadlines.
Articles concluded in S24 can only be registered through S24, and a notarial deed only through PRS. It is not possible to switch tracks midway.
How long registration takes and when the company can operate
Waiting time for entry depends on the workload of the registration court. S24 applications are usually processed faster than PRS applications, where waiting several weeks is not uncommon. The company, however, comes into being already upon the conclusion of the articles — in the "in organisation" phase it may open a bank account, pay in capital and conclude contracts. For obligations contracted in this period, the company and the persons who acted on its behalf are jointly and severally liable, so larger contracts are better signed after entry in the KRS.
Foreigners may be shareholders and management board members, but in practice the biggest barrier is the electronic signature. A trusted profile requires a PESEL number, so persons without a PESEL usually use a qualified electronic signature or choose the notary route, in which the PRS application is filed by a management board member with a signature or by a professional attorney.
Most common reasons for return or rejection of the application
- no fee or a fee paid in the wrong amount,
- no consent from a management board member or no service address,
- inconsistency between the articles and the application (e.g. different number of shares or different rules of representation),
- application signed by an unauthorised person,
- a name misleadingly similar to a company already registered or PKD codes not matching the subject of activity.
In S24, a missing document often means filing the whole application again, so it is worth checking the full set before signing.
After entry into the KRS — deadlines
- CRBR — notification of ultimate beneficial owners within 14 business days of entry. The notification cannot be made by a proxy, only by a person authorised to represent the company.
- NIP-8 — supplementing data at the tax office (including the bank account) within 21 days of registration.
- ZUS — registration of the remitter within 7 days if the company employs staff; the sole shareholder of a single-member company registers themselves as a contributions remitter.
- VAT-R — before the first taxable transaction, if the company is to be an active VAT payer.
We cover these duties in detail in our guide what to do after registering a company. The official descriptions of both routes are published by Biznes.gov.pl: sp. z o.o. — basic information and setting up a company in S24.
Example: two developers set up a company
Two partners want to run a software studio together, each with a 50% stake, with capital of PLN 5,000 in cash and a two-person management board. They do not need an in-kind contribution or special rules for the transfer of shares, so they choose S24. Official costs: PLN 250 court fee and PLN 24 PCC (0.5% of the capital reduced by the court fee, i.e. of PLN 4,750). If one of them wanted to contribute the rights to an existing application, a notarial deed, PRS and the PLN 500 fee would be required, plus a valuation of the non-cash contribution.
How Good Balance helps
We help choose the route, prepare the articles of association and the full set of attachments, file the application in S24 or PRS and make the post-registration notifications — details in our service company registration. From the first day of the company's operation we also handle full accounting, which is mandatory for a sp. z o.o.