Not every foreigner can simply register a sole proprietorship in Poland, the business form you can access depends on your citizenship and residence title. Let’s look at what types of companies exist, how they differ, and which form you can realistically choose.
- Citizens of the EU, EEA, Switzerland and the US can set up any business form, including a sole proprietorship, on the same terms as Polish citizens.
- Third-country nationals (including most Ukrainian citizens without UKR status) can only open a sole proprietorship if they hold a specific residence title: a permanent residence card, EU long-term resident status, refugee status, or a Pole’s Card.
- Holders of UKR status (temporary protection) can currently register a sole proprietorship under simplified rules, but from 5 March 2026 this right will remain only for beneficiaries of temporary protection.
- If none of these titles apply, the only legal route is to register a capital company: most often a limited liability company (sp. z o.o.), less often a simple joint-stock company (P.S.A.) or a joint-stock company (S.A.).
- A civil partnership (spółka cywilna) is not available to foreigners without an appropriate residence title.
- A limited liability company can be registered entirely remotely, requires share capital from PLN 5,000, and does not depend on the founder’s residence status.
- What business forms exist in Poland
- Sole proprietorship: who can access it
- Capital companies: sp. z o.o., P.S.A., S.A.
- Which form to choose when starting out
- Commercial partnerships: when they make sense
- Registration process: sole proprietorship vs. sp. z o.o.
- Tax and contribution differences between forms
- Practical scenarios for choosing a form
- Frequently asked questions
What business forms exist in Poland
In Poland, business activity can be conducted in several forms: a sole proprietorship (JDG), a civil partnership, commercial partnerships (general, professional, limited, limited joint-stock), and capital companies (limited liability company, simple joint-stock company, joint-stock company). For a foreigner, the key question isn’t “which form is more convenient” but “which form is even accessible” given citizenship and residence title.
Sole proprietorship: who can access it
Citizens of the EU, EEA countries (Norway, Iceland, Liechtenstein), Switzerland and the US can register a sole proprietorship on the same terms as Polish citizens.
Third-country nationals (including most Ukrainian citizens) can only open a sole proprietorship if they hold one of the specified residence titles: a permanent residence permit, EU long-term resident status, refugee status, subsidiary protection, a residence permit related to family reunification with a Polish citizen, studies, scientific work, or a Pole’s Card. Without such a title, registering a sole proprietorship is not possible.
UKR status (temporary protection for Ukrainian citizens) is a separate case: currently holders of this status can register a sole proprietorship under simplified rules, but under the changes in effect as of mid-2026, from 5 March 2026 this right will remain only for beneficiaries of temporary protection, and the simplified path will be closed for others.
A sole proprietorship is registered free of charge through CEIDG, requiring a PESEL number and a document confirming the right to conduct business activity.
Capital companies: sp. z o.o., P.S.A., S.A.
| Form | Accessibility for foreigners | Minimum capital |
| Limited liability company (sp. z o.o.) | No restrictions related to residence title | PLN 5,000 |
| Simple joint-stock company (P.S.A.) | No restrictions related to residence title | PLN 1 |
| Joint-stock company (S.A.) | No restrictions related to residence title | PLN 100,000 |
| Limited / limited joint-stock partnership | Available as a partner, restricted as sole founder | no statutory minimum |
If you don’t have a residence title allowing you to open a sole proprietorship, the simplest option is a limited liability company. It can be registered entirely remotely, including signing the agreement via the S24 system, provided you have an electronic signature or a trusted profile (profil zaufany). Shareholders’ liability is limited to the value of contributed shares, and the company has its own legal personality.
Foreigners without the right to a sole proprietorship cannot establish a general partnership, a professional partnership, or a civil partnership, these forms are only available to those holding a residence title analogous to the requirements for a sole proprietorship.
Which form to choose when starting out
For most foreign freelancers or IT specialists with the right to a sole proprietorship (e.g. a permanent residence card or sufficient time in Poland), a sole proprietorship is the simplest and cheapest option: minimal bureaucracy, flat-rate tax (ryczałt) or general taxation rules, and no share capital requirement.
If you don’t have the right to a sole proprietorship, or you plan to scale the business, hire a team, or bring in investors, it’s smarter to register a limited liability company right away. This also removes the risk tied to a change in residence status, since a company doesn’t depend as strictly on the founder’s personal title as a sole proprietorship does.
Commercial partnerships: when they make sense
Besides sole proprietorship and capital companies, Polish law also provides for commercial partnerships: general, professional, limited, and limited joint-stock. For a foreigner without a residence title granting the right to a sole proprietorship, access to these is significantly restricted, since being a partner in a general or professional partnership is treated similarly to running a business under a sole proprietorship.
A limited partnership is sometimes used in more complex structures where the general partner (bearing unlimited liability) is a limited liability company, and the limited partners (with limited liability) are individuals, including foreigners. This structure mainly makes sense for tax optimization in larger businesses and is rarely the first choice for someone just starting out in Poland.
Registration process: sole proprietorship vs. sp. z o.o.
Registering a sole proprietorship through CEIDG usually takes 1 business day: you submit the application electronically (trusted profile, e-ID) or in person at the municipal office, and the NIP and REGON numbers are assigned automatically. You don’t need a notary, share capital, or any documents beyond proof of your residence title.
Registering a limited liability company through the S24 system (standard articles of association, electronic signature or trusted profile) usually takes 1-3 business days and costs PLN 250 in court fees alone. As of 29 November 2025, under the act of 26 September 2025 amending the National Court Register Act (Dz.U. 2025 poz. 1556), the obligation and fee for publishing the entry in the Court and Commercial Gazette (MSiG) was abolished, previously an additional PLN 100. Registration by notarial deed through the PRS portal (required for a more complex agreement, e.g. with in-kind contributions) takes longer, usually 2-4 weeks, and involves a court fee of PLN 500 (also without the MSiG fee, previously PLN 600 combined) plus notary costs of roughly PLN 500-1,500 depending on the capital amount.
| Criterion | Sole proprietorship | Sp. z o.o. |
| Registration time | 1 business day | 1-3 days (S24) or 2-4 weeks (notary) |
| Registration cost | free | PLN 250 (S24) or PLN 500 court fee plus notary (up to approx. PLN 1,500) for a notarial deed |
| Share capital | none | min. PLN 5,000 |
| Liability | full personal assets | limited to the contribution amount |
| Bookkeeping | KPiR or flat-rate, simpler | full bookkeeping mandatory |
| Double taxation | not applicable | corporate income tax plus personal income tax on dividends |
Tax and contribution differences between forms
Income from a sole proprietorship is taxed once, at the owner’s level: the progressive scale (12/32%), flat tax (19%), or flat-rate tax (rate depending on PKWiU, typically 3-17%). The sole proprietor pays their own social security contributions but can use the start-up relief and Small ZUS.
Income of a limited liability company is taxed twice: first corporate income tax at the company level (19%, or 9% for small taxpayers), then personal income tax on dividends paid to shareholders (19%). The combined burden is often higher than for a sole proprietorship, but a company offers flexibility regarding management compensation (employment contract, appointment, management contract) and allows profit to remain in the company without a dividend payout, which can be useful for reinvestment.
Shareholders of a limited liability company are generally not subject to mandatory social security contributions solely because they hold shares, unless they are the sole shareholder, in which case the law treats this similarly to running a business and requires social security contributions on terms similar to a sole proprietorship.
Practical scenarios for choosing a form
A freelancer, developer, or consultant working with one or a few B2B clients. If you hold a residence title allowing a sole proprietorship, this is the simplest and cheapest route: minimal bureaucracy, favorable flat-rate tax, and no double taxation.
A team of 2-3 people building a startup or agency. A limited liability company gives a clear split of shares, limited liability, and easier entry for an investor later, at the cost of more complex bookkeeping and double taxation of profit paid out as dividends.
Someone without a residence title granting the right to a sole proprietorship who wants to legally invoice in Poland right away. A limited liability company is the only realistic route, since its registration doesn’t depend on the founder’s residence status. An alternative while waiting for documents is working through a business incubator (Employer of Record model), where a third-party company formally employs or invoices on your behalf, and you receive net pay without needing to register your own business.
An e-commerce business planning to scale and hire employees. A limited liability company makes it easier from the start to build a team (employment contracts signed by the company, not an individual), raise financing, and separate personal and business assets.
Not sure which business form fits your residence status? Our team helps choose the optimal form and handles end-to-end registration, including our business incubator (Employer of Record) for those not yet ready to open their own company.
Frequently asked questions
Can a Ukrainian citizen without UKR status register a sole proprietorship?
Yes, but only if they hold another residence title: a permanent residence card, EU long-term resident status, refugee status, or a Pole’s Card. Without this, the only route is through a capital company.
What happens to the simplified sole proprietorship registration for UKR status holders after 5 March 2026?
Under the rules in effect as of mid-2026, the right to simplified registration of a new sole proprietorship from 5 March 2026 will remain only for beneficiaries of temporary protection. Activity previously registered under the special act can continue on the existing terms.
Can I open a limited liability company without a residence card in Poland?
Yes, registering a limited liability company doesn’t depend on the founder’s residence title. It can be established even while abroad, remotely through the S24 system or via a notarial deed.
Which business form is cheaper to start: sole proprietorship or sp. z o.o.?
A sole proprietorship is cheaper and simpler: registration is free, and there’s no share capital requirement. Sp. z o.o. requires capital from PLN 5,000 and somewhat more involved accounting.
Does a sole shareholder of a limited liability company have to pay social security contributions?
Yes, the law treats a sole shareholder of a limited liability company similarly to a person running a business and requires social security contributions on terms similar to a sole proprietorship, unlike a company with multiple shareholders.
What is a business incubator and when is it worth using?
It’s a model in which a third-party company (e.g. in an Employer of Record format) formally employs or invoices on your behalf, letting you legally earn income in Poland without immediately registering your own business, useful while waiting for residence documents or when testing the market before fully setting up a company.
Author: Valerii Kushnirskyi, in-house legal practitioner at MojaFirma. Last verified: 31 July 2026.
This article is not legal advice. Rules regarding UKR status and simplified sole proprietorship registration may change, so before registering we recommend checking the current legal status or consulting a lawyer. Sources: Fundacja RC , business activity of foreigners in Poland; CGO Legal , business activity of foreigners in Poland.
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