Polish Subsidiary for U.S. Companies
We set up and run Polish subsidiaries for U.S. corporations and LLCs: company formation, tax registrations, bank account, accounting, payroll and coordinated legal support.
A Polish sp. z o.o. owned by a U.S. parent is the most common structure for American companies with real operations in Poland: employees, stock, local sales, contracts or a management team. This page explains how the setup works when the shareholder is a U.S. corporation or LLC, what documents are needed from the American side and what the subsidiary must handle after registration.
This page is for
- U.S. corporations and LLCs opening a Polish subsidiary.
- American groups moving from contractors to a local entity.
- U.S. companies planning employees, a warehouse or an office in Poland.
- CFOs and legal teams preparing the Polish setup from the U.S. side.
Polish tax, accounting and legal setup with a Polish and U.S. attorney-at-law on the team. Legal work is coordinated with Gostyński i Wspólnicy, whose managing partner Szymon Gostyński is a Polish attorney-at-law and a U.S. attorney-at-law admitted in New York State. See his profile or read how the legal coordination works.
The structure
Why a Polish sp. z o.o. works for a U.S. parent
The sp. z o.o. is the Polish limited liability company and the standard vehicle for foreign-owned subsidiaries. It can be fully owned by a U.S. corporation or LLC, has its own legal personality and limits the parent's liability to the invested capital.
Full U.S. ownership
A U.S. shareholder can own 100 percent of the shares. No Polish partner is required, and the minimum share capital for a sp. z o.o. is 5,000 PLN.
Clear tax position
The subsidiary is a Polish CIT taxpayer with its own statutory books, VAT number and financial statements, separated from the U.S. entity.
Local operating base
The subsidiary employs staff, signs contracts, invoices customers and holds a Polish bank account as a normal local counterparty.
Employees or a stable team in Poland, stock or a warehouse, regular local sales, Polish customers who expect a local contracting party, or management decisions taken in Poland. In these cases a subsidiary is usually cleaner and safer than registering the U.S. company for Polish VAT only.
Comparing a subsidiary with a branch or with VAT-only registration? See our guide Subsidiary vs branch in Poland or the overview for U.S. companies expanding to Poland.
U.S. shareholder documents
What the U.S. parent must prepare
The Polish incorporation itself is standard. What makes U.S. cases different is proving the existence and signing authority of the American shareholder in a form Polish notaries, courts and banks accept.
Corporate existence and authority
- Certificate of incorporation or formation of the U.S. entity.
- Certificate of good standing from the state of registration.
- Documents confirming who may sign for the U.S. company, such as bylaws, operating agreement or board resolutions.
- Apostille on the U.S. documents and certified Polish translations where required.
People and ownership data
- Passport data of the persons signing and of the Polish management board members.
- Ultimate beneficial owner information for the CRBR register.
- Powers of attorney if the incorporation is signed remotely.
- Contact and address details for KRS and tax registrations.
Missing apostille, missing good standing certificates, unclear signing authority in the LLC operating agreement, or beneficial owner data that has not been collected for CRBR. We verify the document set at the start, before the notary and bank stage.
Polish side
Registrations and setup in Poland
Company registration
- Articles of association adapted to the group structure.
- KRS registration in the National Court Register.
- NIP and REGON identification numbers.
- CRBR beneficial owner filing.
Tax and reporting setup
- VAT registration where the activity requires it.
- KSeF e-invoicing access and configuration.
- Accounting system and chart of accounts.
- CIT settings and compliance calendar.
Operations
- Polish bank account documentation and onboarding support.
- Employer registration, payroll and ZUS where staff is hired.
- Registered office address arrangements.
- Board and signing authority planning.
Subsidiary vs branch vs VAT-only registration
These are the three routes U.S. companies usually consider. The right one depends on the actual activity in Poland, not on which registration looks fastest.
| Aspect | Polish subsidiary (sp. z o.o.) | Branch of the U.S. company | VAT registration only |
|---|---|---|---|
| Legal personality | Separate Polish legal entity. | Part of the U.S. company, registered in KRS. | No Polish entity at all. |
| Parent liability | Limited to the subsidiary's capital. | The U.S. company is directly liable. | The U.S. company is directly liable. |
| CIT position | Polish CIT taxpayer with its own books. | Polish permanent establishment of the U.S. company. | Permanent establishment risk if local activity grows. |
| Employees | Standard Polish employer. | Possible, employer duties sit with the U.S. company. | Difficult and often impractical long term. |
| Banking and contracts | Local counterparty and bank account. | Possible but heavier documentation. | Often the main practical blocker. |
Details on the branch route are on Open a branch in Poland. Whether VAT-only registration is even available in a given case, including the tax representative question for non-EU companies, is covered in our Polish VAT registration guide.
After registration
What the subsidiary must handle every month
Registration is the short part. The subsidiary then operates under Polish accounting, tax and employment rules, and the U.S. parent usually also expects group reporting.
Accounting and CIT
Statutory bookkeeping, monthly closings, CIT calculations, annual financial statements and filings with the KRS repository.
VAT and KSeF
Monthly VAT settlements, JPK reporting and structured e-invoicing through KSeF.
Payroll and HR
Payroll, ZUS, PIT withholding, employee files and HR administration for the Polish team.
Group reporting
Reporting packages and explanations for U.S. management, group accountants and auditors, in English.
Intercompany matters
Intercompany agreements, transfer pricing documentation duties and withholding tax questions on payments to the U.S. parent are identified and coordinated with the right adviser.
Corporate housekeeping
Shareholder resolutions, board changes, KRS updates and routine correspondence with tax offices, ZUS, GUS and NBP.
Ongoing service for these companies is described on Accounting for Polish subsidiaries.
Setup process
- Fact review
We review the U.S. structure, planned Polish activity, staffing and revenue flow, and confirm that a subsidiary is the right route. - Document checklist
We prepare the exact list of U.S. corporate documents, apostille and translation requirements, signatories and CRBR data. - Incorporation
We coordinate the articles of association, notarial steps or remote signing through powers of attorney, and the KRS filing. - Registrations
NIP, REGON, CRBR, VAT registration where needed, and KSeF access. - Bank and operations
We prepare the bank documentation, support onboarding and set up accounting, payroll and the compliance calendar. - Monthly service
We run accounting, VAT, CIT, payroll and reporting to the U.S. parent.
Fees are confirmed individually after reviewing the planned Polish activity, the U.S. ownership structure and the compliance scope.
Who handles your case
Wiktoria Buczek
Client coordination
Initial contact, document collection, proposal coordination and onboarding support.
Jerzy Gaweł
Polish Tax Advisor
Tax supervision, VAT, CIT and accounting compliance for foreign-owned companies.
Szymon Gostyński
Polish and U.S. Attorney-at-Law
Corporate, commercial, cross-border and M&A legal support for U.S. clients.
FAQ
Can a U.S. LLC own a Polish sp. z o.o.?
Yes. Both U.S. corporations and LLCs can be shareholders of a Polish sp. z o.o., including as the sole shareholder. The documents must confirm the LLC's existence and who is authorized to sign for it, which for LLCs usually means the operating agreement plus a good standing certificate.
What is the minimum share capital?
The minimum share capital of a Polish sp. z o.o. is 5,000 PLN. Many foreign-owned subsidiaries choose a higher amount for banking and credibility reasons, but the legal minimum is low.
Do the board members have to live in Poland?
Polish law does not require management board members of a sp. z o.o. to be Polish residents or citizens. In practice, non-resident board members should plan for identification, electronic signature and banking formalities, which we help organize.
Do we need to travel to Poland for the incorporation?
Not always. In many cases the setup can be handled through powers of attorney and properly prepared, apostilled U.S. corporate documents. The exact route depends on the shareholder structure and the signing documents.
How long does the setup take?
The Polish registration itself is usually the faster part. The overall timeline depends mainly on how quickly the U.S. documents, apostille, translations and beneficial owner data can be prepared, which is why we start with the document checklist.
Does the subsidiary need a Polish bank account?
For real operations, yes. We prepare the documentation and support the onboarding process, but the final decision belongs to the bank. Polish banks usually ask for detailed corporate, ownership and management information from the U.S. side.
What taxes will the subsidiary pay?
The subsidiary is a Polish CIT taxpayer. The standard CIT rate is 19 percent, with a reduced 9 percent rate available to qualifying small or new taxpayers. VAT, payroll taxes and social security apply depending on the activity. Whether specific reliefs or rates apply in your case requires individual review.
How much does the setup cost?
Fees are confirmed individually after reviewing the planned Polish activity, the U.S. ownership structure and the compliance scope, because documents, apostille, translations and notarial steps differ from case to case.
Explore the details
Related guides and services
Request a Poland market entry review. Send us your U.S. entity type, planned Polish activity, employee plans and timeline, and we will confirm the structure, the document checklist and the scope.
This page describes general service scope. It is not legal or tax advice. A final recommendation depends on the U.S. company structure, Polish activity, contracts, employees, logistics and transaction flow.