Skip to main content

Back to news

Limited Liability Company

Registration of a limited liability company (LLC) – S24 vs. PRS system

Setting up a limited liability company is one of the most common choices among entrepreneurs starting a business. An LLC (sp. z o.o.) gives shareholders asset protection, organisational flexibility and a solid business image.

Today, a company can be registered in two ways:

  • Through the S24 system (without a notary)

  • Through the PRS – Court Registers Portal (with a notarial deed)

Below we explain how these options differ and when each is worth considering.

Registering an LLC through S24 (without a notary)

S24 is an electronic platform of the Ministry of Justice that allows you to form an LLC using a standard articles template.

Key features of S24 registration:

  • Articles of association signed online from a template

  • No need to visit a notary

  • Lower registration costs

  • Faster procedure (often a few business days)

  • Application filed electronically to the National Court Register (KRS)

Limitations of S24 registration:

  • Template-based articles – limited scope to amend provisions

  • No flexible clauses on e.g. preference shares

  • Cash contributions only

  • Limited options to tailor rules on representation or transfer of shares

S24 works well for shareholders who want to start quickly and do not need extensive, bespoke provisions in the articles.

Registering an LLC through PRS (with a notary)

The alternative is registration via the Court Registers Portal (PRS). The articles are prepared as a notarial deed and the KRS application is then filed electronically through PRS.

Key features of PRS registration:

  • Full freedom to shape the content of the articles

  • Possibility to add individual clauses

  • Non-cash contributions (contributions in kind) allowed

  • Detailed rules on shares, representation and restrictions on disposal

Drawbacks of PRS registration:

  • Higher costs (notary fees)

  • Longer preparation of documents

  • Notary visit required

  • Longer registration – in Warsaw it can take up to 3 months from filing

This route is recommended in more complex situations – e.g. several shareholders, investors, unequal stakes or planned ownership changes.

Which option to choose – PRS or S24?

From a practical standpoint, entrepreneurs often face a choice: fast and cheap, or flexible and comprehensive? As an accounting firm working daily with newly formed companies, we see that a mixed model is often the best fit.

Our recommendation: S24 first, then amend the articles before a notary

A two-step approach works very well in practice:

  • Step 1 – quick registration via S24: You obtain a KRS entry quickly, open a bank account, sign first contracts and start operations.

  • Step 2 – amendment of the articles in notarial form: After registration you can align the articles with the shareholders’ real needs, add individual clauses, tidy share and governance matters and prepare the company for growth or an investor.

This combines the benefits of both systems: speed, lower upfront costs and full flexibility of the target structure.

Summary

Registering an LLC through S24 is a fast, cost-effective start. Registration through PRS with a notary gives full freedom in designing the articles. In our accounting practice we often recommend starting with S24 and then – once the company is registered – adapting the articles in notarial form. That lets you enter the market quickly without closing the door to a professional ownership structure.

How can we help with LLC registration?

Setting up an LLC is not only registration itself but also formalities that are worth handling efficiently and safely. As an accounting firm we support entrepreneurs at every stage:

  • Preparing documents: We prepare the full set of documents required for registration – for the path you choose (S24 or PRS).

  • Help with signing documents: We guide you through electronic signatures (Trusted Profile, qualified signature) and technical correctness.

  • Preparing the KRS application: We draft and verify the registration application and attachments in line with current formal requirements.

  • Filing the application: After you pay the court fee and publication in the Court and Commercial Monitor, we file the KRS application on your behalf.

As an accounting firm working closely with mBank, we can also help you open a free business account and obtain financing (operating and finance leases) from day one of the company.

Frequently Asked Questions

Find answers to the most frequently asked questions about our accounting services.

Let's talk about your business

Fill out the form and we will get back to you within 24 hours.

NWAGNER Poland — Warsaw

ul. Trakt Lubelski 277D, 04-667 Warszawa, Polska

+48 539 490 102

NWAGNER UK — Essex, United Kingdom

Office 9273 321-323 High Road, Chadwell Heath, Essex, United Kingdom, RM6 6AX