Shelf company in Poland: when to buy a ready-made company, how to check it and what the transfer costs

In short. Buying a ready-made company in Poland means buying the shares of an already registered Sp. z o.o. The company stays the same, with its own NIP, KRS number and history. It makes sense when you need a company right away or its track record matters. The key is to check debts before signing and meet the transfer deadlines: 7 days for the KRS, 14 for tax and the beneficial owners register.

Government fees for the transfer are small. Updating the KRS entry costs PLN 250 through the portal or PLN 200 through S24. The PCC tax is 1% of the market value of the shares, and the beneficial owners register is free. What gets expensive is something else: someone else’s debt you did not find before signing.

What you actually buy with a shelf company

A ready-made company is a Sp. z o.o. (spółka z ograniczoną odpowiedzialnością, the Polish limited liability company) that someone has already registered. Legally, you are buying shares (udziały) in that company. The owner changes. The company itself, with all its contracts, taxes and debts, stays exactly as it was.

This is where most buyers trip up. They think they are getting a “clean” company with a new owner. In fact they are getting a legal entity with its entire history. The tax office, ZUS (the Polish social insurance institution) and creditors keep making claims against the same company. Only now it is your money in it.

There are two kinds of ready-made companies on the market.

We can help you solve any task!

Stanislav Tsys

Head of UniConsulting

Get consultation

Are you planning to start a business in Poland? Start a company or a private enterprise? We will help you bring your business to the Polish market from scratch until the first sales. We will develop: a strategy for entering the Polish market, open a remote legal entity or IE, will do accounting and registration of your employees. Leave an application for introductory consultation

• Shelf company — registered recently for the sole purpose of being sold, with no business activity. It usually has no debts and no counterparties, but no history either.
• Operating company — has been trading, with turnover, contracts, sometimes licences, staff and a banking history. Buyers value it for that history, and that is exactly why it needs the deepest checks.

What a Sp. z o.o. is in general, who is liable for its debts and why it needs PLN 5,000 of share capital is covered in our guide to the Polish sp. z o.o.. Buying a running business with clients and staff is a separate topic, see how to buy a business.

Buy a ready-made company or open a new one

Buy a ready-made company when time or track record matters more than price. By law, the court registers a new Sp. z o.o. filed through the S24 system within one day. Preparation, signatures and paying in the capital stretch that out, though. A ready-made company already has a NIP, a REGON and a KRS entry. So you can act on its behalf right after the share purchase agreement and the resolution appointing the new board.

The court deadlines in the table are statutory. If the court asks you to correct the application, the 7 days start again from the correction.

Do not buy if you only want a company “just in case” and there is no deadline pressure. Opening a new one is simpler then. The step-by-step guide is in open a company in Poland, and court fees and timelines are in registration stages and timelines. Also walk away from an operating company whose seller will not show you the books, bank statements and debt certificates.

Which risks come with the company

Whatever the company owes stays with it after the change of owner. A shareholder is not personally liable for the company’s debts. You still pay for them with your own money, though, out of the cash and bank account of the company you bought. So checking the company is really checking the purchase price.

Taxes and ZUS. As a general rule, a tax liability expires five years after the end of the year in which it fell due. The tax office can therefore audit the company for several years before your purchase, and any additional assessment lands on the company.

The board. If a debt cannot be recovered from the company, creditors can pursue board members personally. For taxes and ZUS contributions, a board member is liable for payments that fell due during their term. For debts to other creditors, what matters is when the debt arose. That is how the Supreme Court of Poland reads the rule. So a new board member is not personally liable for what built up before their appointment. The previous board stays liable for its own period, but the company is not released from those debts. A bankruptcy petition filed on time, for example, can release a board member from personal liability.

Unpaid capital. If the seller did not fully pay in their contribution for the shares, the buyer is liable to the company jointly with the seller.

Financial statements. An annual financial statement is filed with the KRS every year. If a company has not filed for two years in a row, even after being called on by the court, the court starts dissolving it without liquidation. Before that, it can fine the board.

VAT status. The tax office removes a company from the VAT register if it files returns showing no sales or purchases for six months in a row. The same happens to a company that has not filed returns for three consecutive months. A shelf company is more exposed here than an operating one, so check its status on the VAT white list.

Beneficial owners. The data on real owners in the CRBR (Centralny Rejestr Beneficjentów Rzeczywistych, the Central Register of Beneficial Owners) must match reality. The law provides for a fine of up to PLN 1,000,000 for missing or false data.

KSeF. Since 1 February 2026, all companies receive invoices through KSeF (Krajowy System e-Faktur, the national e-invoicing system), and the largest ones must also issue them there. From 1 April 2026, all other businesses must issue invoices in KSeF too. A deferral until 1 January 2027 applies to companies whose monthly invoices do not exceed PLN 10,000 gross in total. After the purchase, find out who has KSeF access on the company’s behalf. More in our guide to KSeF.

Real estate. If the company owns land, a building or premises, a foreign buyer may need a permit from the Minister of the Interior. It is required in two cases. First, when the purchase puts the company under foreign control. Second, when the company is already foreign-controlled and you join as a new shareholder, even with a small stake. The rule does not apply to citizens and companies from the European Economic Area and Switzerland, and there are other exemptions. Check this before signing. A share purchase made without a required permit is invalid.

Important. A shelf company needs checking too, even if the check is shorter. It may have been registered long ago, its VAT status may have changed, and the KRS may still show capital that was not fully paid in.

How to check a company before buying: checklist

Most of the check can be done for free in public registers, using the KRS number or NIP. Debt certificates are requested by the seller. The tax office and ZUS issue them only to the company or its representative. How to vet a counterparty in general is covered in how to check a company in Poland. Below is what to look at specifically when buying.

Separately, check who can sign for the company right now. Powers of attorney, prokura and bank access granted under the previous owner stay valid until revoked.

The share purchase agreement should include the seller’s representations and warranties (oświadczenia i zapewnienia). The seller confirms in writing that the company has no hidden debts, lawsuits or open obligations. They also undertake to compensate any loss if that turns out to be untrue. A common practice is to hold back part of the price until the certificates arrive or the KRS entry is made. Such warranties cannot be added to the S24 template agreement. If you need them, sign the agreement before a notary or put the warranties in a separate agreement.

If you are not sure you have checked everything, the company can be reviewed with our help before signing, see purchase support.

How the transfer works: steps and statutory deadlines

The transfer starts with the agreement and ends with updated registers. The law sets a deadline for each step, and the first two start running on the day of signing.

1. Share purchase agreement. It must be in writing, with signatures certified by a notary. If the company’s articles were made on the S24 template, the agreement can be signed online on a template in the same system. You need a qualified electronic signature, Profil Zaufany (the Polish trusted profile) or an electronic ID card (e-dowód). The last two require a PESEL number.
2. Notice to the company. The seller or the buyer notifies the company of the sale and attaches the agreement. From that moment the company treats the buyer as a shareholder.
3. PCC tax. The buyer files a PCC-3 return and pays 1% of the market value of the shares within 14 days of the agreement. This can be done online via e-Urząd Skarbowy.
4. Board change. The shareholders’ meeting dismisses the previous board members or accepts their resignation and appoints new ones. The same resolution revokes the old powers of attorney and prokura.
5. KRS application. The board files the application for changes no later than 7 days after the event. The KRS updates the board and shareholders holding 10% or more. A new list of shareholders, signed by all board members, is attached. Filing is electronic only, via the PRS portal or via S24 for template companies.
6. CRBR. Beneficial owner data is updated within 14 days of the share sale. Saturdays and public holidays do not count. Filing is free and signed by a board member with an electronic signature.
7. Tax office, bank, ZUS. New bank accounts and the place where the books are kept are reported to the tax office on form NIP-8. The bank will run its own check on the new owner and board. If you become the sole shareholder, ZUS treats you as a self-employed person and you pay contributions personally.

ZUS contributions for a sole shareholder are a common surprise after the purchase. The rule applies even if you do not work in the company and draw no salary. Details are in our guide to ZUS.

You can change the name and address after the purchase. An address in the same town is changed by a board resolution and a KRS application. A new name or a different town means amending the articles of association. For companies not set up in S24, that is a shareholders’ resolution before a notary.

Important. The KRS entry does not make you the owner, it only records what has already happened. But banks, clients and the tax office look at the KRS. As long as it shows the previous board, those people still look like the company’s legal representatives to them.

What the transfer costs: fees and taxes

Government fees and tax on the transfer usually come to a few hundred zloty. The main variable is PCC, which grows with the share price. The amounts below are statutory rates as of 30.09.2026, excluding lawyers’, accountants’ and translators’ fees.

Example for shares worth PLN 10,000, agreement signed before a notary. PCC comes to PLN 100. The fee for certifying one signature is at most PLN 31 plus VAT, i.e. PLN 38.13, so two signatures cost PLN 76.26. The KRS fee via PRS is PLN 250. Total: PLN 426.26 in mandatory payments. If the company was set up in S24 and the agreement is signed there too, the total is PLN 300: PLN 100 PCC and PLN 200 court fee.

The tax office may check whether the price in the agreement matches market value. If the price is understated, it will recalculate PCC on the market value. Changing the name or articles before a notary is charged separately at the notarial rate.

FAQ

Shelf company vs new company: which is faster?

A shelf company is usually faster to start trading with. It already has a NIP, REGON and KRS entry, so you can act for it from the day of the agreement and the board resolution. A new company filed through S24 is registered by law within one day, but preparation, signatures and paying in the capital add time. For the shelf company, the KRS update follows within the 7-day statutory deadline.

Can a foreigner buy a company in Poland?

Yes. Non-EU citizens may buy shares in a Sp. z o.o. without any particular residence status. A separate rule applies to companies that own real estate. If after the purchase the company comes under foreign control, or already is, a permit from the Minister of the Interior may be needed.

Do I need a PESEL to buy a Sp. z o.o.?

Not for an agreement signed before a notary. For an agreement via S24 without a PESEL, only a qualified electronic signature works. Profil Zaufany and e-dowód do not work without a PESEL.

Can I buy a company in Poland remotely?

Yes, with a notarised power of attorney or via S24 with an electronic signature. A notary in Poland may ask for a power of attorney made abroad to carry an apostille and a sworn translation. KRS and CRBR applications are filed electronically only.

What happens to the company’s bank account?

The account stays with the company. The bank checks the new owner and board, may ask for documents and may restrict transactions during the check. Revoke the previous board’s access immediately.

Do the company’s debts pass to the buyer?

The debts stay with the company, which now belongs to you. You are not personally liable for them as a shareholder. The exception is unpaid contributions for the shares you bought, for which you are liable together with the seller.

Can I change the name and address?

Yes. An address in the same town is changed by a board resolution and a KRS application. The name and the town are in the articles of association, so they are changed by a shareholders’ resolution. For companies not set up in S24, a notary drafts that resolution.

Does buying a company give me the right to stay in Poland?

No. The company can be the basis for a residence card application, but the voivode decides and assesses the company’s actual business activity. The conditions are in our guide to the residence card based on business. How a Sp. z o.o. is taxed after the purchase is covered in CIT in Poland.

This material is for information only and does not replace advice from a lawyer, accountant or immigration specialist. It covers company law, PCC, VAT and CIT taxes, ZUS contributions, real estate purchases by foreigners and residence rules. Rules and rates are given according to the statutes as of 30.09.2026 and may change. Before a deal, check isap.sejm.gov.pl and podatki.gov.pl.

Need help?

We will help you decide what makes more sense in your situation — buying a ready-made company or opening a new one, check the company you have chosen against the registers and documents, and guide you through the transfer at the KRS, CRBR, tax office and bank. How it works is explained on our buy a business page.