A Polish Limited Liability Company (LLC), also known as “Spółka z ograniczoną odpowiedzialnością” (sp. z o.o.), is a legal business structure in Poland. And it is the most famous choice for conducting business and making investments in Poland.
Although there are other corporate forms available under Polish Company Law, investors in Poland commonly opt for LLCs (z.o.o.) as their preferred Special Purpose Vehicles (SPVs) for investment purposes. This is usually due to the following reasons.
Why Register an LLC in Poland?
- Limited Liability: one of the key advantages of registering a Limited Liability Company (LLC or z.o.o.) in Poland is the limited liability protection it offers to its shareholders. The personal assets of the shareholders are generally shielded from the company’s debts and obligations, minimizing individual financial risk.
- Separate Legal Entity: an LLC in Poland is recognized as an independent legal entity, separate from its shareholders. This provides the company with its own legal identity, allowing it to enter into contracts, own property, and conduct business in its name.
- Ease of Incorporation: the process of incorporating an LLC in Poland is relatively straightforward and streamlined.
- Flexible Ownership Structure: Polish LLC provide flexible options when it comes to structuring ownership. The company can be owned by one or more shareholders, and there is no minimum share capital requirement, making it accessible for startups and small businesses.
- Taxation Benefits: Polish LLCs enjoy certain taxation benefits. It has a low corporate income tax. Also, the Polish Corporate income tax system allows for 0% tax on profit retention, providing opportunities for reinvestment and growth.
Key facts about Polish LLCs
- Minimum of 1 shareholder is required.
- Incorporation can be done by signing Articles of Association at a Notary or online through a designated portal.
- The Polish LLC requires a minimum share capital of 5,000 zł, which can be paid in cash or in-kind. Additionally, each share within the LLC must hold a minimum value of 50 zł.
- Taxation options include 9% CIT for profits up to 2 million EUR, 19% for higher profits, or 0% Polish CIT.
- Shareholders can be foreigners without any restrictions.
- Foreigners can act as directors, but they must have a clean criminal record regarding corporate and business crimes.
- Auditing will be compulsory if at least two out of the following three conditions are satisfied: the company assets surpass 2.5 million EUR, the number of employees exceeds 50, or revenues surpass 5 million EUR.
- Annual reporting to the National Court Register (KRS) is obligatory.
- Shareholders have no liability for company debts.
- Directors have no liability for company debts if they promptly report insolvency to the court.
Key characters of Polish LLCs
- Foreign capital in Polish LLCs
EU nationals can freely establish and operate companies in Poland without restrictions. Non-EU nationals can also establish and operate Polish companies, but certain limitations may apply. For instance, a Polish LLC with over 50% non-EU capital may only purchase real estate in Poland after obtaining permission from the Ministry of Foreign Affairs (or the Ministry of Agriculture for agricultural properties).
- Share capital of Polish LLCs
The minimum share capital required for a Polish LLC is 5,000 PLN (approximately 1,250 EUR). Share capital can be contributed in cash or in kind. However, rendering services to the company cannot be considered as a contribution.
- Management of a Polish LLC
The responsibility for representing a Polish Limited Liability Company is assigned to the Board of Directors, which must include a minimum of one individual.
The number of Directors is not limited. The guidelines for representation can be freely established in the Company’s Articles of Association. Additionally, the company may choose to appoint a regular proxy (pełnomocnik) or a registered proxy (prokurent) to act on its behalf.
- Shareholders meeting and supervisory board
The highest authority in a Polish LLC is the Shareholder’s Meeting. But, the establishment of a Supervisory Board becomes obligatory when the share capital exceeds 500,000 zł and the number of shareholders surpasses 25.
Taxation of Polish LLCs
A Polish LLC, being an independent legal entity, is obligated to pay Corporate Income Tax (CIT). This tax is imposed on the entire income generated from various sources, with applicable deductions, at a rate of 9% for profits up to 2 million EUR, and 19% for profits exceeding that threshold. Starting from January 1, 2022, the Polish Tax Law introduced a 0% tax rate on profit retention, commonly referred to as Polish CIT.
Dividends distributed by the company are subject to separate taxation:
- When dividends are distributed to individual shareholders, they are typically subject to a withholding tax of 19%. However, dividends paid to foreign shareholders (tax residents of other countries) are taxed according to the applicable Double Taxation Treaty (DTT).
- Under certain circumstances, dividends paid to a parent company can be exempt from dividend tax. The exemption is applicable if the parent company has continuously held a minimum ownership stake of 15% in the subsidiary’s share capital for a duration of at least 2 years. Additionally, the parent company must be subject to unlimited income tax liability in Poland, another EU Member State, or a state within the European Economic Area.
Liability of Shareholders and Directors in a Polish LLC
The shareholders of a Polish Limited Liability Company bear no personal liability for the company’s obligations, as their liability is restricted to the value of their contributed shares. However, it is important to note that the Directors of the company can be held responsible for the company’s obligations if they neglect to initiate insolvency proceedings within the specified timeframe outlined by the Polish Insolvency Law, which is typically within 30 days of the company’s insolvency occurrence.
Steps Required for Setting up an Polish LLC
1. Gather the necessary documents and information regarding the LLC.
2. Sign the Articles of Association of the Limited Liability Company either at a Notary’s office or online through a designated portal.
3. Register the company with the Company Register (Krajowy Rejestr Sądowy – KRS).
Do you want to set up a company in Poland? – Please contact your Damalion expert now.
Register your Limited Liability Company in Poland (Spółka z ograniczoną odpowiedzialnością, sp. z o.o.) — clear requirements, simple steps, timing, and costs for foreign founders and investors.
For entrepreneurs, family offices, private equity, venture capital portfolio companies, holding companies and international groups • Damalion helps scope your case, prepare a clean file, and coordinate with local professionals so the review can move smoothly. Final decisions remain with Polish authorities and banks.
Last updated:Polish sp. z o.o. at a glance
The spółka z ograniczoną odpowiedzialnością is Poland’s standard limited liability company. It suits trading, services, holding and investment uses. You can have one or more shareholders (individuals or companies). There is no nationality requirement for owners or directors. Minimum share capital is PLN 5,000, with a minimum nominal value of PLN 50 per share. A management board (zarząd) runs the company. Filing is digital via the court register systems and company accounts must be filed annually.
What you need to prepare
- Company name including “sp. z o.o.” and planned business scope (PKD codes).
- Registered office address in Poland and contact details.
- Shareholders’ and directors’ IDs (passport/ID), addresses, and PESEL/e-ID if available.
- Clean criminal record confirmations for directors regarding corporate and business crimes (as required by law).
- Articles of Association (Umowa Spółki) with share capital, number/value of shares, governance rules.
- Proof of capital contribution (cash or in-kind; no contribution by services).
- KRS application data, and after incorporation: NIP (tax), REGON (statistics), and optionally VAT-R (VAT).
- Ultimate Beneficial Owner (UBO) data for CRBR (beneficial ownership register) filing.
Key requirements and options
| Topic | Standard | Notes |
|---|---|---|
| Shareholders | 1 or more; individuals or legal entities | Single-member sp. z o.o. permitted. |
| Directors (zarząd) | At least 1 | No nationality requirement; representational rules set in Articles. |
| Capital | PLN 5,000 minimum | Minimum PLN 50 per share; cash or in-kind (no services). |
| Supervisory body | Not mandatory | Becomes mandatory if share capital > PLN 500,000 and shareholders > 25. |
| Accounting | Full statutory accounts | Annual financial statements filed with KRS; audit if statutory thresholds are met. |
| Taxes | CIT 19% (standard), 9% (small taxpayer/threshold rules) | Dividend WHT generally 19% for individuals; treaty/EU directives may reduce for corporate owners. |
| VAT | Standard 23% | Registration via VAT-R if required by activity/turnover. |
| Registers | KRS, CRBR | Company and beneficial ownership filings are mandatory. |
| Timeline | From a few days to a few weeks | Depends on documentation quality and chosen route (S24 e-form/notary). |
How to register your sp. z o.o.
- Choose the name and scope. Include “sp. z o.o.” and pick PKD codes.
- Draft the Articles. Set capital, shares, representation, and corporate bodies.
- Sign the Articles. Either in the S24 online system or before a notary.
- Apply to KRS. Submit incorporation data and pay court/publication fees.
- Obtain numbers. Receive KRS number; NIP and REGON are assigned; open a bank account.
- CRBR filing. Report beneficial owners within the legal deadline.
- Tax and VAT. Register for VAT if required; set accounting and payroll.
- First filings. Keep registers, issue share certificates if applicable, and prepare internal resolutions.
Costs and timing
- Government/court fees: KRS and publication fees apply; online and notary routes differ.
- Notary/legal: Depends on share capital, language, and complexity.
- Accounting/payroll: Monthly fees depend on volume of documents and employees.
- Banking: Account opening and monthly service fees vary by bank.
- Typical timing: From complete file to registration can be a few days (S24) to a few weeks. Follow-up times vary by case.
Related reading
Frequently asked questions
Who can be a shareholder of a Polish sp. z o.o.?
What is the minimum share capital?
Can the capital be contributed in-kind?
Is a supervisory board required?
How is the company represented?
What are the corporate income tax rates?
Is VAT registration mandatory?
Are annual financial statements required?
What is CRBR and is filing mandatory?
Can a foreigner be the sole director?
How long does incorporation take?
Can the company be registered fully online?
Are dividends to foreign shareholders subject to withholding tax?
Is a bank account in Poland required?
Can a single-member sp. z o.o. be formed?
What are the directors’ duties regarding insolvency?
Can non-EU owners buy Polish real estate through a sp. z o.o.?
What language can be used for documents?
What internal records should be kept?
Where can I get tax or legal advice?
Note: This page is informative. It is not legal or tax advice. Requirements can change. Please seek advice for your specific situation.
Damalion supports entrepreneurs, investors, and family offices with compliant incorporation, banking coordination, and legal/tax alignment.
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