How to Set Up an IT Subsidiary in Poland

Most guides to opening a company in Poland are written by people who have never had to explain to a board why the first developer started three months later than promised. This one is written from the other side. We build and run software subsidiaries in Poland for companies based abroad, and below is what the process actually involves: the forms, the fees, the waiting, and the parts that usually cause trouble.

Figures are current as of August 2026. They are here so you can build a business case, not so you can skip your accountant. Polish tax and labour law changes often, and none of this is legal or tax advice.

First decision: branch or subsidiary

Two structures are available to a foreign company, and the choice affects most of what comes after.

A branch (oddział) is the same legal entity as your parent company, registered to operate in Poland. A subsidiary, almost always limited liability company (spółka z ograniczoną odpowiedzialnością – sp. z o.o.), is a separate Polish company that you own.

The branch looks simpler on paper and it does avoid dividend withholding tax. In practice most software companies we work with pick the sp. z o.o., for three reasons: the liability sits in Poland rather than on the parent’s balance sheet, the registration is faster, and a separate entity is far easier to explain to Polish employees, landlords and banks. 

What registration costs and how long it takes

There are two routes to registering an sp. z o.o.

S24, the online route. You use a standard template deed in the government portal. Court fee PLN 250, plus PLN 100 for the Court Monitor announcement, plus 0.5% civil law transaction tax on the share capital, which is PLN 25 on the minimum PLN 5,000. By law the registry court should decide an S24 application within one day (art. 20a of the KRS Act); in practice registration usually completes within a few working days. The catch is that the template deed cannot be modified, so if you want anything unusual in the articles of association, S24 is out.

The notarial route. A notary drafts the deed, so you can put what you want in it. Court fee PLN 500 plus the PLN 100 announcement plus the same 0.5% capital tax, plus the notary’s own fee. Expect three to eight weeks.

The minimum share capital is PLN 5,000, roughly €1,200. That is a formality.

Two deadlines start running the moment the company appears in the KRS register:

• 14 working days to file the beneficial ownership register (CRBR) — Saturdays and public holidays do not count towards the deadline
• 21 days to file NIP-8 with the tax office

NIP and REGON numbers are issued automatically with the KRS entry. VAT registration is separate, and if you plan to invoice within the EU you want the EU-VAT number too. Standard Polish VAT is 23%.

Board members who are not Polish citizens should get a PESEL number. It is not legally required in order to sit on the board or to hold shares, but almost everything that follows is filed electronically, and Polish trusted profiles and qualified signatures are tied to a PESEL. The annual accounts, for example, have to be signed by a board member and filed that way. Start it early, because arranging it under a filing deadline is much harder.

The company also needs a registered address in Poland before you can file anything, because the address goes into the articles of association and into the KRS entry. A virtual address, a coworking membership or your own office all satisfy the requirement, and they suit different stages of a team. We wrote about the three options, what they cost and the remote and hybrid question in our guide to office options in Poland.

A realistic timeline

This assumes the notarial route, so the articles of association can say what you want them to say. From the deed onwards the company exists as a spółka z o.o. w organizacji, which can obtain a NIP and REGON, open a bank account and sign contracts, so recruitment does not have to wait for the court entry.

Three-four months from decision to a working team is a realistic target for a small first team to start working. S24 takes about six weeks off the front of that, at the cost of a template deed you cannot change. Either way, the usual cause of slippage is not the registry. It is that a senior engineer on an employment contract can owe three months’ notice to their current employer.

What the company pays in tax

Corporate income tax is 19%, or 9% for small taxpayers (those whose sales revenue including VAT stayed under the PLN equivalent of €2 million in the previous year) and for newly established companies in their first tax year, provided the company was not created by transformation, division or a contribution in kind. The 9% rate is tested twice, on the previous year’s revenue and on the current year’s, so a company that grows past the threshold mid-year loses it for that year. 

Estonian CIT defers tax until profit is distributed. The rate at company level is 10% for small taxpayers and 20% for larger ones; combined with the shareholder’s own tax, the effective total burden is roughly 20% and 25% respectively. Every article about Polish taxes mentions it, but it will almost certainly not be available to you. One of the conditions is that all shareholders are natural persons. A company owned by a foreign parent does not qualify.

Two other incentives do fit this kind of business well.

IP Box taxes qualified income from qualified intellectual property at 5% instead of 19%. Copyright to a computer program is explicitly on the list of qualifying rights, and for software companies it is normally the relevant one. The requirements are strict: the IP has to be created, developed or improved through R&D activity that is creative and systematic; you need accounting records that separate revenue, costs and profit per IP asset; and a nexus formula limits the relief in proportion to how much of the development you did yourself rather than subcontracting. It is claimed in the annual return, not month to month.

R&D relief lets you deduct qualifying costs a second time on top of the ordinary deduction: 100% of most eligible costs, and 200% of R&D employees’ wages and social contributions. For a company whose main cost is engineering payroll, that is the more valuable of the two in the early years, and it can be combined with IP Box.

Both require the paperwork to be in place from the beginning. Putting R&D documentation together a year after the fact is possible, but it is a lot of work.

Employment contract or B2B

Polish engineers are hired under one of two models, and the difference is more than paperwork.

An employment contract (umowa o pracę) is a normal employment relationship: paid holiday, notice periods, sick pay, and social security contributions paid by the employer on top of gross salary. 

The rule of thumb is gross salary × 1.2 for the employer’s total cost, before benefits, equipment or PPK. The statutory minimum wage in 2026 is PLN 4,806 gross per month.

A B2B contract means the engineer runs their own sole company and invoices you. There are no employer social contributions and no statutory paid leave, but the headline rate is higher, because the contractor is absorbing tax, social insurance, accounting and the risk of having no work. 

B2B is common in Polish IT and entirely legitimate, but it has to be a genuine contractor relationship. If the arrangement looks like employment in everything but name, the tax authority can reclassify it, with contributions and interest owed retrospectively. Get advice on your own setup instead of copying what another company does.

What developers cost

Median figures from Polish job advertisements, converted at roughly PLN 4.32 to the euro:

These are medians from advertised roles, so treat them as the middle of a wide band, not a price list. Warsaw and Kraków sit above them; Łódź, Poznań and Wrocław sit at or slightly below. Fintech, embedded may be more.

The useful comparison is with what the same seniority costs at home. A senior engineer in Poland at roughly €6,000 a month all-in is typically 40-60% below the equivalent in Western Europe or the US. And unlike a cheaper market further afield, you are hiring into EU law, EU data protection, and a time zone that overlaps with a European working day.

What usually goes wrong

Nobody is on the ground. Registration can be handled remotely. Interviewing forty candidates, negotiating a lease and reading a Polish accountant’s questions cannot.

The first hire takes longer than the whole legal setup. Teams plan around the registry timeline and are then surprised by notice periods.

Accounting is in Polish, in PLN, on Polish deadlines. Full statutory books, annual filings to the KRS repository, monthly VAT. That is not a job for the parent’s finance function.

Knowledge transfer is treated as something that will happen naturally. It will not. Documentation is out of date, the person who understands the payments module leaves, and delivery stalls for a quarter. We wrote separately about how to run a handover as a project, with phases, owners and dates.

Frequently asked questions

How long does it take to set up an IT subsidiary in Poland?

Through a notary the company itself takes three to eight weeks, and a working team is usually in place around four months from the decision. S24 registers the company in two to three days, but only with the template articles. Either way hiring is the constraint, not paperwork.

How much share capital do I need?

PLN 5,000 for an sp. z o.o., about €1,200. Fund the company with enough to cover several months of payroll on top of that.

Do I need to travel to Poland?

Not necessarily for registration, which can be done remotely with a power of attorney. For hiring and for running the company, someone needs to be here – and that is exactly what our team – BranchWise – can do for you.

Do I keep ownership of the Polish company?

Yes. It is your company and your shares. We set it up and run it; we do not own it.

Do I need an office?

Not legally. A hybrid setup builds a team faster than fully remote, particularly in the first year when nobody knows each other yet.

Can we hire engineers from outside the EU?

Yes, and it is the slowest part of building a team here. Three to six months from signed offer to someone at a desk is normal. We wrote about the permits, the EU Blue Card and the realistic timeline separately.

If you want this handled

BranchWise sets up and runs software subsidiaries in Poland for companies based abroad: company registration, recruitment, office, payroll and accounting, and the day-to-day management of the team once it exists. You own the company. We do the parts that are hard to run from another country.

Tell us what you are planning and we will walk you through how it would work in your case. You can also read how working with us goes, in four steps.