Sp. z o.o. (spółka z ograniczoną odpowiedzialnością) is the Polish equivalent of a limited liability company: comparable to an LLC in English-speaking countries, GmbH in Germany, or OOO/ТОВ in Russia and Ukraine. Because Polish law is liberal about registration by foreigners, Sp. z o.o. is one of the most popular business forms among foreign entrepreneurs entering the Polish market.
- Share capital, how much you need
- Registration via S24 or a notary
- Corporate tax (CIT), 19% and 9%
- Liability of shareholders and management board (Art. 299 KSH)
- Mandatory full accounting
- Single-member Sp. z o.o. and ZUS
- FAQ
Share capital, how much you need
The minimum share capital of a Sp. z o.o. is PLN 5,000, with each individual share worth no less than PLN 50. These amounts haven’t changed for years and remain unchanged in 2026.
A Sp. z o.o. can be set up by a single founder: no co-founders are required. This has a specific ZUS (social insurance) consequence, covered below.
Registration via S24 or a notary
There are two ways to register a Sp. z o.o. in Poland:
- through the S24 online system run by the Ministry of Justice: faster and cheaper, but only using a ready-made template agreement;
- at a notary: via a notarial deed, giving full flexibility in drafting the company agreement.
| Feature | S24 | Notary |
|---|---|---|
| Agreement form | fixed template | notarial deed, free content |
| In-kind contributions (aport) | generally not possible | possible |
| Court fee for KRS entry | PLN 250 | PLN 500 |
| Official gazette (MSiG) notice | PLN 100 | PLN 100 |
| Notary fee | – | from approx. PLN 500-600 |
| Registration time | approx. 1-7 business days | usually longer |
Regardless of the route, a 0.5% transaction tax (PCC) on the share capital applies to the company agreement.
Signing via S24 requires one of three electronic signature types: a qualified signature, a trusted profile (ePUAP), or a personal e-signature (e-dowód). If founders need non-standard provisions in the agreement (e.g., preferred shares, special transfer restrictions), S24’s template won’t allow that and a notary is required instead.
Important: if you don’t speak Polish, signing the agreement at a notary requires the presence of a sworn translator.
Once the company is registered in the National Court Register (KRS), it automatically receives its REGON and NIP numbers as well. Within 14 days of the KRS entry, the company must also report its beneficial owners to the CRBR.
Corporate tax (CIT), 19% and 9%
A Sp. z o.o. is a corporate income tax (CIT) payer: unlike a sole proprietorship (JDG), which pays personal income tax (PIT):
- 19%: the standard rate;
- 9%: a preferential rate for small taxpayers and new companies, if revenue (including VAT) in the previous year did not exceed EUR 2 million converted to PLN (the limit is also monitored cumulatively during the year).
Distributing profit to shareholders (dividends) is additionally subject to a 19% dividend tax on the shareholder’s side: this is the so-called double taxation, one of the key differences compared to a JDG or a civil partnership.
Liability of shareholders and management board (Art. 299 KSH)
A Sp. z o.o. is a legal entity and is liable for its obligations with the company’s assets only. Shareholders, as a rule, are not personally liable for the company’s debts: they only risk the capital they contributed. This is the main difference compared to a civil partnership (spółka cywilna), where partners are liable with their entire personal assets.
There is, however, an important exception: Article 299 of the Commercial Companies Code (KSH). If enforcement against the company proves ineffective (typically in case of insolvency), members of the management board can become jointly and severally liable with their own personal assets for the company’s obligations, unless they prove that:
- they filed for bankruptcy in time, or restructuring proceedings were initiated, or
- the failure to file was not their fault, or
- the creditor suffered no damage despite the failure to file.
This is precisely why sitting on the management board of a Sp. z o.o. carries real financial risk: unlike simply being a shareholder.
Mandatory full accounting
As a capital company, a Sp. z o.o. is always required to keep full accounting records (księgi rachunkowe): regardless of revenue level. This follows from Article 2(1)(1) of the Accounting Act and sets a Sp. z o.o. apart from a JDG or civil partnership, which can use simplified bookkeeping (revenue-and-expense ledger, lump-sum tax) until they cross the EUR 2 million revenue threshold.
Single-member Sp. z o.o. and ZUS
A Sp. z o.o. can be established by a single founder, with no co-shareholders. This has a specific consequence for social insurance: for ZUS purposes, the sole shareholder of a single-member Sp. z o.o. is treated the same as a sole trader (JDG): under Article 8(6)(4) of the Social Insurance System Act. This means the obligation to pay ZUS contributions on the same terms as a JDG, without the preferential rates available to newly-formed multi-shareholder companies.
If you’re considering a Sp. z o.o. as a “second company” or an alternative to a B2B contract, keep in mind that the legal form itself (JDG or Sp. z o.o.) does not protect against the risk of the underlying relationship being reclassified as an employment contract by the State Labour Inspectorate under the 2026 PIP reform. Read more in our PIP 2026 series here.
FAQ
Can you set up a Sp. z o.o. without visiting Poland? Yes, if the founders have a suitable electronic signature (qualified signature or e-ID with the mObywatel app), registration through S24 is fully remote. Registration at a notary requires physical presence when signing the deed (with limited exceptions for remote notarial video sessions, which are not yet widespread).
Can a Sp. z o.o. have a single foreign shareholder? Yes, Polish law places no nationality restriction on shareholders or management board members of a Sp. z o.o.
Is a shareholder (not on the management board) liable for the company’s debts? No, a shareholder who is not a management board member is only liable to the extent of their contribution: not with their personal assets.
How is the company name written on documents? The legal form goes after the name, not before it: CompanyName sp. z o.o., unlike the Ukrainian TOV or the American LLC. The full registered form is “spółka z ograniczoną odpowiedzialnością” (Art. 160 § 1 KSH), and the abbreviations “spółka z o.o.” and “sp. z o.o.” are expressly permitted in trade (Art. 160 § 2). Check the exact wording in the KRS extract before you sign anything.
Does the company need an address in Poland? Yes. The company agreement must state the company name and its registered seat (Art. 157 § 1 pt 1 KSH), and the seat decides which registry court handles the company. The address has to genuinely receive mail, because that is where court and tax correspondence goes.
How do you take money out of the company? Three main routes: a dividend, management board remuneration granted by resolution, or a contract with the company. A dividend is taxed at a flat 19% (Art. 30a(1)(4) of the PIT Act) on top of the CIT the company has already paid, which is the double taxation people mean. Board remuneration is a company cost, but it is subject to PIT and a health contribution.
Can you sell the company or bring in a partner later? Yes. A transfer of shares requires written form with notarially certified signatures (Art. 180 KSH). The company agreement may add restrictions, for example requiring the company’s consent, so check what it says.
Bibliography and Legal Basis
- Act of 15 September 2000, Commercial Companies Code, Art. 299 (management board liability), Dz.U. 2000 no. 94, item 1037.
- Act of 29 September 1994 on Accounting, Art. 2(1)(1) (obligation to keep accounting books for capital companies), Dz.U. 1994 no. 121, item 591.
- Act of 15 February 1992 on Corporate Income Tax, 19%/9% CIT rates, Dz.U. 1992 no. 21, item 86.
- Act of 13 October 1998 on the Social Insurance System, Art. 8(6)(4) (sole shareholder of a single-member Sp. z o.o. treated as a JDG for contribution purposes), Dz.U. 1998 no. 137, item 887.
Need help registering a Sp. z o.o. or choosing the right legal form for your business in Poland? Book a free consultation with our team.
Legal status as of: September 27, 2026.
Author: Walery Kusznirski, in-house legal practitioner at MojaFirma.
This article is for informational purposes only and does not constitute legal advice. Every situation depends on the specific contract and individual circumstances.
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