Forming a company in Poland from Turkey: preparation list

Most Turkish founders who want to form a company in Poland open the first call with the same sentence: "I'll give you a power of attorney, you set it up." A power of attorney is one route; it is not the only one, and in most cases it is the most laborious. This article describes the two routes for forming a limited liability company (Sp. z o.o.) in Poland while one or all shareholders are in Turkey, what has to be done in Turkey and in Poland for each, and the three practical obstacles that wait for the shareholder in Turkey after formation. Which form suits you (JDG or Sp. z o.o.) is a separate article; this one is for after that decision.

Short answer: There are two ways to form a Sp. z o.o. in Poland from Turkey. The first is the template agreement in the S24 system, signed remotely by every shareholder with a Polish qualified e-signature; that signature is issued on a passport with video verification, without coming to Poland, and no power of attorney is needed. The second is a power of attorney in notarial-deed form at a Turkish notary, with apostille and sworn translation, and formation before a Polish notary; it is needed when the template agreement is not enough. On both routes a board member living in Turkey names an address for service in Poland, a PESEL is not required for formation, and the bank account needs an appointment in person. The notary, the court and the bank decide; we run the order, the documents and the timeline.

Two routes: which one for whom

S24 (electronic template agreement). The Ministry of Justice's system provides a ready agreement template; every shareholder and board member signs from their own account with an electronic signature, and the KRS application goes from the same system. Cheap (court fee and announcement fee together PLN 350), fast and fully remote. Its limit: the agreement cannot depart from the template. If the shareholders want special provisions (consent to share transfers, different voting rights, contributions in kind), this route closes.

Notary (classic). The agreement is drawn up in Poland as a notarial deed; the shareholders either attend in person or are represented by an attorney-in-fact. The agreement is drafted freely; fees are higher (court PLN 500 and announcement PLN 100, plus the notary's fee) and the shareholder in Turkey needs a power-of-attorney chain.

Our default recommendation is S24 with a qualified e-signature; we open the notary route only when the agreement needs special provisions. The reason is simple: the power-of-attorney chain (Turkish notary, apostille, sworn translation, acceptance by the Polish notary) takes time and every link carries the chance of a "missing item".

Route 1: qualified e-signature, no power of attorney

Three signature types work in S24: the trusted profile (needs a PESEL, closed to someone living in Turkey), the e-ID (Polish citizens only) and the qualified e-signature. An e-signature issued in Turkey is not on the EU's eIDAS list and does not work in S24; a Polish (or EU-recognised) certificate is needed. Polish certification providers issue it on a passport number: the application is made online, identity is verified in a video call, the certificate is loaded onto a phone app or a card; no trip to Poland is required. The Ministry of Justice's template regulation expressly allows a person without a PESEL to be identified by passport number and issuing country.

To do in Turkey:

A qualified e-signature for every shareholder and board member. The name, surname and passport number in the certificate must match the agreement letter for letter; a small difference is enough for the application to be returned. The certificate term (one to three years) is chosen to cover the post-formation filings too.
Passport validity. It must remain valid through formation and the bank process that follows.
Address declaration. The agreement and the KRS record each shareholder's residential address; a Turkish address is fine.

One caveat: some sources state that at least one of the signatories in S24 must hold a PESEL; others, and the regulation itself, set no such condition. We test this in the system at the first formation; if it blocks, either the future board member obtains a PESEL on their first visit to Poland or the notary route takes over.

Once the agreement is signed in S24, two clocks start: the KRS application must be filed within 7 days, and the return for the transaction tax on capital (PCC, 0.5%) within 14 days of the signing date; the second usually expires before the company is even registered. Everything after formation is in the first 90 days article.

Route 2: notarial-deed power of attorney, apostille, sworn translation

Because a Polish company agreement is executed as a notarial deed, the power of attorney for it must, under the Civil Code's form rule, also be in notarial-deed form. Private international law also accepts the form of the country where the power is granted; but in practice Polish notaries and the KRS demand the strictest form. So we build the chain in full from the start:

A power of attorney at a Turkish notary, in deed (düzenleme) form. The text is prepared in Polish or bilingually and contains: the attorney's identity, the name, seat, capital and shareholding of the company to be formed, and the authority to sign the agreement, pay in the capital, file the KRS application and correct it if necessary. A missing power means the notary stops the act.
Apostille. Turkey and Poland are both parties to the Hague Apostille Convention; in Turkey the apostille is obtained at the district or provincial governor's office. The apostille only confirms that the signature and the notary's capacity are genuine, not that the content complies with Polish law; responsibility for the content stays with us and the partner lawyer.
Sworn translation, in Poland. The full text, apostille included, is translated by a sworn translator in Poland.
Why the Polish consulate is not enough. Polish consuls in Ankara and Istanbul may certify a foreigner's signature for acts that take effect in Poland; but they cannot draw up notarial deeds. Since company formation requires a notarial deed, the consular route is insufficient for the formation power of attorney; it can be used for documents where written form suffices (bank, certain declarations).

Who is the attorney-in-fact? In our model it is always the partner lawyer; Senavia does not act as attorney. The reason is our principle "we are not legal representation": signing an agreement in someone's name is legal representation and stays with the licensed partner. We run the text of the power, the apostille and translation sequence, the notary appointment and the handover.

If the shareholder is a Turkish company, additional documents: a current trade-registry extract and signature circular, apostilled and sworn-translated; and, for Poland's beneficial-owner register (CRBR), the natural person behind that company.

Common to both routes: the Polish side

Registered address. The agreement must state a seat in Poland; it is provided through a partner virtual office, mail tracking and Turkish relay by us.
Address for service (pełnomocnik do doręczeń). If the address for service a board member gives the KRS is outside the European Union (for example, your address in Turkey), the KRS requires an address for service in Poland: court and authority letters are delivered to that person and count as served. We take on this role; we relay the letter the same day with a Turkish summary. This is not legal representation, only a delivery address.
Beneficial-owner register (CRBR). 14 days after registration; the board member files it with their own e-signature, an attorney cannot. The bank asks for this entry before opening an account.
E-delivery inbox. Opened automatically at registration; appointing its administrator and reading it is your job (and ours).

PESEL: not a legal requirement, but it opens three doors

No PESEL is needed to be a board member or shareholder; you are entered in the KRS with a passport number. But at three points proceeding without a PESEL is costly: no trusted profile can be opened (hence the qualified e-signature), tax returns cannot be filed through e-Deklaracje (the accountant partner files them), and the annual financial statements, if no representative with a PESEL is in the KRS, can only be filed by the paid route (PLN 140) or through an attorney with a PESEL. The fix is cheap and simple: if you register an address on your first visit to Poland (registration for more than 30 days) the PESEL is assigned automatically; without registration it can be obtained by application at the municipal office. We handle it on the same visit as the bank appointment.

The bank: the most fragile step

Let us be direct: opening an account for a new company with foreign shareholders is not guaranteed in Poland, and there is no appeal against a bank's refusal. Under anti-money-laundering rules banks examine the board member, the beneficial owner, the activity, the source of funds and the country links; some banks refuse new companies with non-resident owners as a matter of policy. As of today we can, in practice, get accounts opened at one bank's branch for companies whose shareholders live in Turkey; this may not stay so, and we do not name the bank, because policies change often.

What improves the odds, all part of our preparation:

Exact alignment between the representation rule in the KRS and the signing authority on the bank's form.
A completed CRBR filing and documented beneficial owner.
A consistent document set: the agreement, the KRS extract, NIP and REGON, the registered-address agreement, the board member's passport, a description of the activity, expected first customers and suppliers, source of funds.
An appointment in person. For a foreigner the account is opened only in a branch; opening by attorney is possible but requires a notary and a sworn interpreter, and banks do not like it. We put the board member's one-day visit to Poland on a single calendar for the bank, the PESEL and the notary if needed; we attend the appointment.
Paying in the capital without waiting for the bank account: the capital can be paid into any bank or payment-institution account in the EU; if the company account is delayed, formation does not wait.

Fintech accounts (Wise, Revolut Business and the like) can be used to receive payments during the transition; but the tax office's "white list" and ZUS payments need a bank account in Poland, so we treat them as a bridge, not a solution.

Checklist

In Turkey, before formation

Passport validity and address declaration for every shareholder and board member.
S24 route: a Polish qualified e-signature (on a passport, video verification), data identical to the agreement.
Notary route: a notarial-deed power of attorney (text from us and the partner lawyer), apostille, sworn translation in Poland.
If the shareholder is a Turkish company: registry extract, signature circular, apostille, translation, beneficial-owner details.

In Poland, with formation

Registered-address agreement.
Address for service (for a board member living in Turkey).
After the S24 signature: KRS application within 7 days, PCC-3 within 14 days.

After formation, on the first visit

CRBR filing (14 days, with the board member's e-signature).
Bank appointment, address registration for the PESEL, notary if needed.
E-delivery inbox administrator, NIP-8, VAT registration, handover to accounting.

Frequently asked

Can I form the company without coming to Poland at all?

The formation itself, yes: in S24 with a qualified e-signature or before a notary by attorney. For the bank account the board member in practice has to come once; the PESEL is obtained on the same visit.

Can't I grant the power of attorney at the Polish consulate?

The consul certifies signatures, not notarial deeds. Since company formation requires a power of attorney in notarial-deed form, the power is executed as a deed at a Turkish notary and apostilled.

Can the board member live in Turkey?

Yes; Polish residence or a PESEL is not required. An address for service in Poland is reported to the KRS, and the solutions above apply for the e-signature and the financial statements. Residence through the company is a separate application; for a new company it rests on a plan showing it will meet the conditions in future.

How we run it

In the first call we choose the route by whether the agreement needs special provisions. On the S24 route we prepare the e-signature applications, the template agreement and the KRS application with the partner lawyer; on the notary route we run the power-of-attorney text and the apostille and translation sequence, and the attorney-in-fact is the partner lawyer. The registered address and the address for service sit with us; CRBR, PCC and the first-90-days calendar are kept on one list with the certified accountant partner; for the bank day we prepare the documents and attend the appointment. No fixed packages: your situation first, then a written proposal.

Sources

Last checked: 26 September 2026. This article is general information; your own case needs assessment by a licensed partner.

Tell us your situation or see the Start a company page.

This article is for information only and is not legal or tax advice. Basis: the Commercial Companies Code, Civil Code art. 99, Private International Law Act art. 25, KRS Act art. 19a, the Ministry of Justice's S24 template regulation, Consular Law art. 28, the anti-money-laundering act art. 33; as of September 2026. Fees and bank policies change; for your own case the last word rests with the lawyer and certified accountant partners, and the account decision with the bank.

Author

Savaş Dere · Founder, CEO

Close to twenty years in software and e-commerce: web and application development, automation, digital products. At Senavia he runs process design, the technology infrastructure and integrations; a founder who has been through company formation and settling in Poland himself.

Meet the team

Forming a Polish company with a partner in Turkey: the preparation list (signature, power of attorney, apostille, bank)