Opening an IT company in Poland

Poland’s IT sector keeps attracting founders and foreign investors, from solo developers registering their first sole proprietorship to international groups setting up a full software house. In 2026 the legal landscape is more codified than ever, but it also comes with one important new risk that any founder hiring contractors needs to understand. Here’s what actually matters today.

– Legal forms for an IT company
– Setting up a Sp. z o.o.: capital and registration
– Sole proprietorship (JDG): who can register one
– PKD 2025 codes for software companies
– Corporate tax (CIT) in 2026
– Poland’s IT talent pool
– B2B contractors and the 2026 PIP reform
– FAQ

Legal forms for an IT company

Poland offers several structures for running a software business, and the right choice depends mostly on liability, funding plans and whether the founder is an EU/EEA national or not.

For most founders (solo or with a small team, Polish or foreign), a limited liability company (spółka z ograniczoną odpowiedzialnością, Sp. z o.o.) is the practical default: it caps personal liability, is open to EU and non-EU nationals alike without any residence requirement, and can be registered in a few days.

Setting up a Sp. z o.o.: capital and registration

The minimum share capital is 5,000 zł, with each share worth at least 50 zł. There are two registration routes:

Regardless of the route, a company must also pay a 0.5% civil law transactions tax (PCC) on the share capital, report its beneficial owner to the CRBR register within two weeks, and file supplementary tax data (NIP-8) within three weeks of registration. Foreign founders can be sole shareholders and directors without holding any Polish residence permit, though anyone who wants to move to Poland and manage the company in person will still need a residence permit to live and work here.

Sole proprietorship (JDG): who can register one

Unlike a company, a one-person business (jednoosobowa działalność gospodarcza, JDG) is tied to nationality and residence status:

• EU/EEA, US and Swiss citizens can register a JDG on the same terms as Polish citizens.
• Ukrainian citizens legally residing in Poland with a PESEL number have the same right.
• Other non-EU citizens (including UK nationals, see our Brexit and UK nationals article) need a qualifying residence title first: permanent residence, EU long-term resident status, Karta Polaka, or a temporary residence permit specifically tied to running a business.

JDG remains a common structure for a single independent developer invoicing clients on a B2B basis, but see the section below on why that model now needs closer attention.

PKD 2025 codes for software companies

Since 1 January 2025 all new registrations (CEIDG, KRS, REGON) must use the new PKD 2025 classification. For a typical software house, the relevant codes under section 62 are:

• 62.01.Z: computer programming (custom and off-the-shelf software development);
• 62.02.Z: IT consultancy (architecture, digital transformation, security advisory);
• 62.09.Z: other IT service activities (support, maintenance, system administration).

The S24 system allows up to ten PKD codes per company: most software houses register 62.01.Z as the main activity and add 62.02.Z/62.09.Z as secondary ones. PKD 2007 codes can still be used in parallel until 31 December 2026. After that, unregistered entries are converted automatically to their PKD 2025 equivalents using GUS’s official correspondence keys, under the 21 November 2025 act amending the Public Statistics Act (Dz.U. 2025 poz. 1792): CEIDG entries are reclassified ex officio under the new Art. 21a, and any entry that cannot be matched is struck from the register after 31 January 2027.

Corporate tax (CIT) in 2026

The standard CIT rate is 19%. A preferential 9% rate applies to small taxpayers whose revenue (including VAT) does not exceed the equivalent of 2,000,000 EUR, which converts to 8,517,000 zł for 2026 (based on the NBP average rate of 4.2586 zł/EUR on 1 October 2025). Newly formed companies with reorganisation backgrounds (mergers, in-kind contributions of an existing business) may be excluded from the preferential rate. Small purchases up to 10,000 zł can be expensed immediately, and one-off depreciation is available up to 50,000 EUR (≈213,000 zł) in 2026.

Poland’s IT talent pool

Estimates of the developer pool range from roughly 400,000 to nearly 780,000 depending on whether the broader ICT ecosystem (DevOps, data, AI roles) is included, with Warsaw, Kraków and Wrocław as the main hubs. Poland has held developed market status with FTSE Russell and Stoxx since 2018 (the first CEE country to be reclassified) and ranks around 13th-15th globally on the EF English Proficiency Index. For a fuller comparison of Poland against Western Europe and the US on cost and talent, see our outsourcing to Poland guide.

B2B contractors and the 2026 PIP reform

Many Polish software houses staff up with independent developers on JDG-based B2B contracts rather than employment contracts. Since 8 July 2026, a reform of the National Labour Inspectorate (Państwowa Inspekcja Pracy, PIP) allows inspectors to reclassify a B2B/civil-law contract as an employment relationship by administrative decision (without waiting for a court ruling) where the contractor is, in practice, working under employee-like conditions: fixed hours and place set by the company, close day-to-day supervision, a single client, and no real ability to subcontract. The decision takes effect going forward (not retroactively), but confirmed misclassification can still trigger fines of PLN 2,000-60,000 (employer) or 3,000-90,000 zł (aggravated cases) plus backdated ZUS liability negotiations.

This does not make B2B hiring illegal or unusual: most genuinely independent contractors (multiple clients, control over schedule and tools, payment for results) are unaffected. It does mean a new software house should design its contractor agreements (and its day-to-day management practices) with this distinction in mind from day one, rather than defaulting to B2B purely to save on cost.

FAQ

Can a foreigner own 100% of a Polish IT company? Yes. EU and non-EU nationals alike can be sole shareholders and directors of a Sp. z o.o. without any residence requirement.

Do I need to live in Poland to register or run a Sp. z o.o.? No. You can register and own the company from abroad and appoint a local or remote director. You only need a Polish residence permit if you plan to move here and manage the business in person.

Is a sole proprietorship (JDG) an option for a foreign founder? Only if you already hold a qualifying residence status (EU/EEA/US/Swiss citizenship, permanent residence, EU long-term resident status, Karta Polaka, or a business-related temporary residence permit). Otherwise, a Sp. z o.o. is the practical route.

Is hiring developers on B2B contracts still legal? Yes. B2B contracts remain fully legal. What changed in 2026 is enforcement: contracts that function as disguised employment can now be reclassified faster, with real financial consequences, so genuine contractor independence matters more than before.

Bibliography and Legal Basis

• Act of 6 March 2018: Prawo przedsiębiorców (Journal of Laws 2018, item 646), rules on registering business activity for foreigners.
• Commercial Companies Code (Kodeks spółek handlowych): Sp. z o.o. formation, minimum capital, S24 procedure.
• Regulation of the Council of Ministers of 18 December 2024 on PKD 2025 (Journal of Laws 2024, item 1936).
• CIT Act, Art. 19-standard 19% and preferential 9% rates and thresholds.
• Act reforming the powers of the National Labour Inspectorate (PIP), Dz.U. 2026 poz. 473, in force since 8 July 2026.

Author: Moja Firma team.

This article is for informational purposes only and does not constitute legal advice. Every situation depends on the specific facts involved. Book a free consultation with our team if you have questions.