What is a sp. z o.o.? The Polish limited company in plain English

A sp. z o.o. is the Polish limited liability company: a separate legal person with its own name, tax number, bank account and debts. It is the Polish equivalent of a British Ltd or a German GmbH. You need at least 5,000 PLN of share capital to start one, and in 2026 you can set it up online for a 250 PLN court fee.

What the name means

Sp. z o.o. is short for spółka z ograniczoną odpowiedzialnością, “company with limited liability”. The registered name must include the full form. In everyday business the company may use the short forms “spółka z o.o.” or “sp. z o.o.”. You will also see it written without the dots and spaces; it means the same thing.

The key idea is in the name: the company owes its debts, not you. Its owners, the shareholders (wspólnicy), risk only what they put in.

The company is entered in KRS, the National Court Register, and gets a 10-digit KRS number. Anyone can look it up there for free. See what KRS is.

Who owns it and who runs it

There are two roles, even when one person fills both.

• Shareholders own the shares. One is enough, and it can be a person, a company or a mix. The one limit: a sp. z o.o. with a single shareholder cannot be set up by another single-shareholder sp. z o.o. on its own.
• The management board (zarząd) runs the company and signs for it. A board member does not have to be a shareholder, and does not have to be paid.

In a one-person company you are usually the board too.

The board’s personal liability

Limited liability protects shareholders, not board members. If a bailiff cannot recover a debt from the company, the board members become personally liable for it, unless they can show that:

• bankruptcy was filed in time, within 30 days of the company becoming insolvent;
• not filing was not their fault;
• the creditor lost nothing because bankruptcy was not filed.

A similar rule covers the company’s unpaid taxes and its ZUS (social insurance) contributions.

Formalities in a one-person company

Every declaration the sole shareholder makes to the company must be in writing, or it is void. If you are both the only shareholder and the only board member, a contract between you and the company, such as a loan, needs a notarial deed, unless it is made with an S24 template.

For foreigners: any foreigner may set up or own a sp. z o.o., even one who lives abroad and has no Polish residence permit. If you have no PESEL (Polish ID number), KRS records your date of birth instead. If you are not an EU citizen, doing the board work while you are in Poland may need a work permit, unless you spend no more than 6 months in total in any 12 months in Poland.

How to set one up, and what it costs

There are two routes:

• S24, the Ministry of Justice’s online system. Every shareholder signs a fixed template of the articles of association (umowa spółki) electronically, with a trusted profile (profil zaufany), a Polish e-ID card or a qualified electronic signature.
• A notary. You can write your own articles, and contribute things other than cash, such as equipment.

PCC is the tax on civil-law transactions: 0.5% of the capital, less the fees.

The minimum share capital is 5,000 PLN, and each share is worth at least 50 PLN. The capital is not a fee: it becomes the company’s own money, in its bank account. S24 accepts cash contributions only, and the financial year must be the calendar year.

Watch out: older guides, and even the government’s own S24 page, still add 100 PLN for an announcement in the court gazette (MSiG, Monitor Sądowy i Gospodarczy). That fee ended on 29 November 2025, so S24 now costs 250 PLN, not 350 PLN.

A founder without a PESEL signs in S24 with a qualified electronic signature, bought from a trust service provider, or goes to a notary. It is not confirmed that S24 accepts every EU provider’s signature in practice, so ask the provider before you buy.

The first deadlines after registration

These run from the day the company is entered in KRS:

• 14 days, not counting Saturdays and public holidays: report the beneficial owners to CRBR, the register of the people who really own or control the company. It is free; the fine for missing it can reach 1,000,000 PLN.
• 21 days (7 if the company also registers as a ZUS contribution payer, for example for employees): file NIP-8 with the tax office, giving the company’s bank accounts and who keeps its books. The NIP (tax number) and REGON (statistical number) arrive automatically from the court.
• Before the first taxable sale: file VAT-R, the VAT registration form, if the company will be an active VAT payer.

A company registered since 1 January 2025 also gives its official e-delivery address (e-Doręczenia, the state’s electronic registered mail) in the KRS application. See the e-Doręczenia address.

How a sp. z o.o. is taxed

The company pays CIT, the corporate income tax, on its profit. When the profit is paid out to you as a dividend, you pay 19% PIT (personal income tax) on it, which the company withholds.

To use the 9% rate, the company’s revenue in 2026 must stay within 8,431,000 PLN, and it must have small taxpayer status: 2025 sales up to 8,517,000 PLN. A new company does not need small taxpayer status in its first year. If the first tax year is shorter or longer than 12 months, the 8,431,000 PLN limit is adjusted pro rata by month.

A company created by transforming a JDG (a sole trader business), or one that received an existing business worth more than 10,000 EUR, cannot use the 9% rate in the year it starts or the year after.

Estonian CIT (ryczałt od dochodów spółek) works differently. The company pays no CIT while it keeps the profit. When it pays profit out, it pays 10% (small companies and new ones) or 20%. The shareholder’s dividend tax is then reduced, so the total is about 20% or 25%. It is only for companies owned by individuals, and it has an employment condition that a new company meets gradually. A government bill adopted on 22 September 2026 would change some of these rules from 2027; it still has to pass Parliament and is not law yet. See Estonian CIT.

VAT works as for a sole trader. A company can stay VAT-exempt while its sales stay within 240,000 PLN a year (the limit since 1 January 2026), unless its activity is on the excluded list.

What the company must do every year

Every sp. z o.o. keeps full accounting (pełna księgowość), whatever its size. The simple tax book a sole trader uses is not an option. The law does not require an accounting office, but almost every small company uses one; see do you need an accountant?.

If the financial year is the calendar year, the cycle for 2026 looks like this:

When a tax or ZUS deadline falls on a Saturday, Sunday or public holiday, it moves to the next working day.

The statements are filed online with KRS, in the Financial Documents Repository, and KRS passes them to the tax office. Filing is free when a board member whose PESEL is shown in KRS signs. Without one, the company uses the paid route (form KRS-Z30) or a Polish lawyer. Small companies may use a simplified format, but still file. If statements are missing for two years in a row despite a court summons, the court can dissolve the company.

Any change, such as a new board member or a new address, must be filed with KRS within 7 days, for 250 PLN (200 PLN with an S24 template resolution).

ZUS for a sole shareholder

If you are the only shareholder, ZUS treats you like a self-employed person, even if you never work for the company and take no money out. There is no start-up relief and no reduced ZUS for a sole shareholder: full contributions apply from the start.

You pay by the 20th of the next month. If you also have an employment contract elsewhere paying at least the minimum wage (4,806 PLN in 2026), pension and disability contributions come from the job only. The health contribution from the company remains.

The rule does not cover shareholders of a company with two or more owners. Two things are not settled: whether ZUS accepts a token second owner, for example a 1% partner, and the exact day a sole shareholder’s ZUS starts. Ask ZUS or your accountant before you rely on either. See ZUS for a sp. z o.o. owner.

What to do next

1. Compare it with a sole trader business first: at small incomes, a JDG is usually cheaper for one person. See JDG or sp. z o.o..
2. Choose S24 or a notary. S24 is cheaper and faster if cash capital and the standard template are enough.
3. Before you sign, arrange an accounting office and a business bank account: the books start on the first day.
4. Put the post-registration deadlines in your calendar: PCC-3 within 14 days of signing (S24), CRBR in 14 days, NIP-8 in 21 days, capital within 7 days for an S24 company.
5. Keep every invoice and bank statement by month. Komplet, our free Mac app, files each document into the right month and prepares a folder for your accountant.