Foreign entrepreneurs entering the Polish market are frequently offered so-called shelf companies – pre-registered legal entities that can be purchased and used immediately.
At first glance, this may seem to save time and effort because the company already exists, has a KRS number, and can start operating as soon as shares are transferred.

In practice, this advantage is illusory. Poland’s S24 online incorporation system, operated by the Ministry of Justice, allows the registration of a new limited liability company (spółka z ograniczoną odpowiedzialnością) in as little as 24 hours.
At the same time, the purchase of a shelf company adds unnecessary legal steps, procedural delays, and compliance risks.

Below we explain why, under current Polish law and practice, buying a ready-made company simply does not make sense.

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1. No real time advantage – electronic registration is faster and cleaner

The most common argument for buying a shelf company is speed. Yet this supposed advantage disappeared once Poland digitalised company formation.

Through the S24 platform, available on the official Portal Rejestrów Sądowych and the Business.gov.pl website, a company can be created electronically using standard templates and signed with an e-signature or ePUAP profile.
The National Court Register (KRS) usually approves the registration within 24 hours, automatically generating REGON and NIP numbers and informing the Tax Administration (KAS) and Central Statistical Office (GUS).
The new company can immediately register in the Central Register of Beneficial Owners (CRBR) on podatki.gov.pl and, in most cases, apply for VAT during the same week.

In comparison, buying a ready-made company requires:
• a notarial deed of share transfer
• updates to the KRS to reflect new shareholders, directors, and address
• CRBR filing for the new beneficial owners
• re-notification of tax and bank details

Each of these steps adds time and administrative complexity.
Even if managed by an intermediary, the company remains legally incomplete until the KRS approves all ownership and management changes.

The difference is clear – a newly registered S24 company gives you full control over its data, documentation, and structure from the very beginning, without any transitional period or legacy procedures.

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2. Hidden debt risk – you inherit the company’s full legal history

When you buy a shelf company, you acquire the shares of an already existing legal entity. This means you also take over all of its rights and obligations – including any that are not disclosed.

Even if the seller declares that the company has never operated, there is no absolute guarantee that no obligations exist.
Hidden risks may include:
• promissory notes issued by former directors
• private loan agreements concluded before the sale
• unpaid or undocumented settlements between former shareholders
• civil-law guarantees or declarations that can later result in enforceable claims

Once ownership is transferred, any such claim legally attaches to the company – and therefore indirectly to you as the new owner.
This exposure cannot be neutralized through contractual clauses or seller statements.

By contrast, a company registered directly through the S24 system has no operational or financial history, meaning there are no hidden liabilities or legacy obligations.

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3. Higher probability of tax audit

Poland’s National Revenue Administration (KAS) no longer conducts random inspections. It now uses risk-based data analysis to identify entities that are more likely to present irregularities.

In practice, companies are more often selected for inspection when they show characteristics such as:
• frequent ownership or address changes
• reactivation of previously dormant entities
• use of addresses shared by multiple unrelated companies

Shelf companies often match these indicators. They are inactive, then sold and reactivated – precisely the pattern that can trigger a data-driven audit.
Even if fully compliant, they statistically face higher audit probability, which can mean additional administrative work and delays in VAT refunds.

Starting with a new company registered online avoids this unnecessary exposure entirely.

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Practical and reputational considerations

Banks, auditors, and counterparties increasingly assess company origins as part of due diligence and AML procedures.
Entities purchased from intermediaries with sudden changes in ownership or address may trigger enhanced verification or even temporary rejection by financial institutions.

By contrast, an S24-registered company offers complete transparency. Its digital documentation, timestamped filings, and public CRBR entry clearly show when and by whom it was formed.
This improves trust with both authorities and private-sector partners, reducing friction in later processes such as VAT registration, bank account opening, or loan applications.

Given that electronic incorporation is both fast and transparent, while buying a shelf company introduces compliance uncertainty and reputational risk, registering a new entity is the rational and professional choice.

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Conclusion

The idea of buying a ready-made company made sense a decade ago, when forming a Polish company took weeks and required notarial involvement.
Today, through the S24 electronic registration system, the Business.gov.pl guide to online incorporation, and the CRBR registry, a limited liability company can be established and fully operational within one day.

A shelf company offers no real benefit – it takes longer to regularize, carries the risk of hidden obligations, and increases the probability of tax inspection.

For both foreign investors and local entrepreneurs, the conclusion is straightforward:
register a new company online and start with a clean, transparent, and fully compliant structure.

 

Jerzy Gaweł
Partner – Tax Advisor