Sp. z o.o. in Poland: founders, share capital, liability and management

In short. A Sp. z o.o. is the Polish limited liability company, akin to a UK Ltd, US LLC or German GmbH. One or more founders from any country, no upper limit. Share capital starts at PLN 5,000, each share at PLN 50. Shareholders are not liable for company debts. Board members can be, personally. Profit is taxed with CIT.

That last point is where most guides stop too early. A Sp. z o.o. protects the shareholders’ money. It does not protect the people who run it. This article shows exactly where the line runs, with the article numbers of the statutes behind each rule.

What a Sp. z o.o. is

Sp. z o.o. stands for spółka z ograniczoną odpowiedzialnością, literally “company with limited liability”. You will also see it written as sp zoo, spółka z o.o. or simply “spółka” (Polish for “company”). It is a separate legal entity with its own assets and its own debts.

Once entered in the KRS (Krajowy Rejestr Sądowy, the National Court Register), the company receives a KRS number. It also gets a NIP (tax identification number) and a REGON (statistical number).

If you know a UK private limited company, a US LLC or a German GmbH, the core idea is the same. A shareholder risks only what they put in. The rules on capital, company bodies and board liability are Polish, though, and experience from home does not carry over one-to-one.

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You can choose almost any company name. The law requires only that it include the designation “spółka z ograniczoną odpowiedzialnością”. In everyday use the abbreviation “sp. z o.o.” or “spółka z o.o.” is allowed (art. 160 of the Commercial Companies Code, Kodeks spółek handlowych, hereafter KSH).

Between signing the articles of association and entry in the register, the company exists as a “spółka z o.o. w organizacji”, a company in organisation (art. 161 KSH). It can already act through its management board. Liability in this period works differently, as explained in the liability section below.

The Polish LLC at a glance

Who can be a founder, and how many

Any person or company can found a Sp. z o.o., whatever their citizenship or country of registration. A foreigner does not need a Polish residence card (karta pobytu) to set up a Sp. z o.o. or to buy shares in one. The minimum is one shareholder, and there is no maximum.

This follows directly from the Act on the participation of foreign entrepreneurs. Non-EU foreigners without a special residence status may do business in Poland through a Sp. z o.o., a simple joint-stock company and three types of partnerships (art. 4(3)), unless international agreements provide otherwise. They may create such companies, join them and buy shares in them.

A sole proprietorship, JDG (jednoosobowa działalność gospodarcza), works differently. A foreigner can open one only with certain residence statuses. Which statuses qualify is covered in the guide to opening a sole proprietorship.

There is one restriction. A Sp. z o.o. cannot be founded solely by another Sp. z o.o. that has a single shareholder (art. 151 § 2 KSH). An individual can be the only founder with no conditions attached.

A single shareholder: two consequences people learn about too late

Two roles often get mixed up here. A shareholder (wspólnik) owns a share in the company. A management board member (członek zarządu) runs it, roughly what English speakers call a director. Both consequences below come from owning the share. The board position does not change them.

The first is ZUS, the Polish Social Insurance Institution. Under the Social Insurance System Act, the sole shareholder of a Sp. z o.o. is treated as a person running a business (art. 8(6)(4)). So they pay ZUS contributions as a business owner. The obligation arises simply because they are the only shareholder, even if they do not work in the company and draw no salary. With two or more shareholders, this rule does not apply to them. Contributions are covered in detail in the guide to ZUS in Poland.

The second is transactions with yourself. Any declaration the sole shareholder makes to the company must be in writing, or it is void (art. 173 § 1 KSH). If the same person is also the only board member, a contract between them and the company has to be concluded before a notary, and the notary informs the registry court (art. 210 § 2 KSH). This covers a loan from the owner to the company, renting the owner’s flat as an office and a management contract. The exception is documents drawn up from a ready-made template in the registry system (art. 210 § 3).

How many companies can a foreigner own

As many as they like. The law limits neither the number of companies nor the number of shares one person may hold. You can be a shareholder in one Sp. z o.o., a board member in another and both in a third. No separate permit exists for owning several companies.

None of this changes your residence status. A company does not in itself give the right to stay in Poland, and owning several does not either. The conditions under which a business can become grounds for a residence permit are set out in the guide to a residence card based on business.

Share capital: PLN 5,000 and what happens to it

The minimum share capital of a Sp. z o.o. is PLN 5,000, and the nominal value of one share is at least PLN 50 (art. 154 § 1–2 KSH). Shares can be equal or unequal (art. 152). A share cannot be issued below its nominal value. Any premium above nominal goes to the reserve capital, kapitał zapasowy (art. 154 § 3).

Contributions are made in cash or in assets. An in-kind contribution, aport (equipment or trademark rights, for example), must be described in detail in the articles of association (art. 158 § 1). Work or services cannot be contributed to the share capital of a Sp. z o.o. (art. 14 § 1 KSH).

Deadlines depend on how the company is registered. If the articles are signed before a notary, all the capital must be paid in before entry in the KRS, as a condition for the company coming into existence (art. 163(2)). If the company is registered through S24 using the template articles, only cash contributions are accepted. They must be paid no later than seven days after entry in the register (art. 158 § 1¹). Within the same period the board files a statement with the court that the capital has been paid, if it was not attached to the application (art. 167 § 5 KSH).

This is where people stumble most often. Many assume the PLN 5,000 has to sit untouched in the bank account. In fact, once paid in, the money is at the board’s disposal (art. 158 § 3). It can pay rent, suppliers and salaries, because it is the company’s money. Two things are off-limits. Contributions cannot be returned to shareholders while the company exists (art. 189 § 1). Services connected with setting up the company may not be paid for out of the money contributed to the capital (art. 158 § 2).

The articles of association are subject to PCC (tax on civil law transactions) at 0.5% of the share capital (biznes.gov.pl).

PSA: an alternative with PLN 1 of capital

The prosta spółka akcyjna, or simple joint-stock company (PSA), is a separate company form. Its capital can be as low as PLN 1 (art. 300³ KSH). Unlike in a Sp. z o.o., a PSA shareholder can contribute work or services, although such a contribution does not count towards the capital. For ZUS purposes that shareholder is treated as running a business (art. 8(6)(4a) of the Social Insurance System Act).

Liability: where a Sp. z o.o. protects you and where it does not

A shareholder risks only their contribution and is not liable for the company’s debts (art. 151 § 4 KSH). A management board member is in a different position. If the company does not pay and enforcement against it fails, creditors, the tax office and ZUS can pursue board members personally.

There are three such mechanisms.

1. Debts to creditors: art. 299 KSH. If enforcement against the company proves ineffective, board members are jointly and severally liable for its obligations. A board member escapes liability by proving one of four things. The first is that a bankruptcy petition was filed in time. The second is that restructuring proceedings were opened or an arrangement with creditors was approved in that same period. The third is that failing to file was not their fault. The fourth is that the creditor suffered no loss as a result.
2. Taxes: art. 116 of the Tax Ordinance (Ordynacja podatkowa). The company’s tax arrears are recovered from board members in a similar way, with different defences (art. 116 § 1). A board member is released if they prove that a bankruptcy or restructuring petition was filed in time, or that not filing was not their fault. The other route is to point to company assets from which the tax can realistically be recovered in large part. The “creditor suffered no loss” defence does not exist here. Liability covers taxes that fell due during the member’s term of office. The same rule applies to ZUS contributions (art. 31 of the Social Insurance System Act refers to art. 116).
3. Filing for bankruptcy late: art. 21 of the Bankruptcy Law (Prawo upadłościowe). The board must file for bankruptcy within 30 days of the grounds for bankruptcy arising (art. 21(1)). The main ground is that the company has lost the ability to pay its monetary obligations. The law presumes this once payments are more than three months overdue (art. 11(1a)). For a legal entity there is a second test, with debts exceeding assets for more than 24 months (art. 11(2)). A board member who fails to file in time through their own fault is liable for the damage to creditors (art. 21(3)).

Important. A board member’s defence almost always comes down to acting on time. If the company has stopped paying its bills, the 30-day clock may already be running. Decide whether to file for bankruptcy or restructuring with an insolvency lawyer before creditors start enforcement.

The period before KRS entry is a separate case. For the debts of a company in organisation, the company and the people who acted on its behalf are jointly and severally liable (art. 13 § 1 KSH). A shareholder is liable alongside them in this period, but only up to the contribution they have not yet paid in (art. 13 § 2).

Company bodies: shareholders, board, supervisory board, prokurent

Two bodies are mandatory, the shareholders’ meeting and the management board. A supervisory board or audit committee is needed only by large companies or where the articles require one. A prokurent (commercial proxy) is optional.

The annual shareholders’ meeting must be held within six months of the end of the financial year (art. 231 § 1 KSH). The decisions the law reserves for shareholders are listed in art. 228.

The board can consist of one person. A board member does not have to be a shareholder (art. 201 § 3). The KSH sets no citizenship requirements, so a foreigner can be appointed to the board. On a board of several people, one signature is not enough by default. If the articles are silent, the company is represented by two board members acting jointly, or by one board member together with a prokurent (art. 205 § 1).

The second trap is the term of office. Unless the articles say otherwise, a board member’s mandate expires on the day of the meeting that approves the financial statements for their first full financial year in office (art. 202 § 1). Reappointment is easy to forget, and the company is left without a valid board.

A supervisory board or audit committee is mandatory only when two conditions are met at the same time. The share capital exceeds PLN 500,000, and there are more than twenty-five shareholders (art. 213 § 2 KSH). A typical small Sp. z o.o. does not need one unless its own articles introduce it.

A non-EU board member can run the company from abroad. The 2025 Act on the employment of foreigners treats board work as entrusted work only while the foreigner is in Poland (art. 2 of the Act of 20 March 2025). If they spend no more than six months in any twelve in Poland, no work permit is required (art. 39). Longer work on site requires a permit linked to that function (art. 36), or another basis for residence and labour market access. The art. 36 permit is issued subject to conditions on the Polish company’s income and staff (art. 36(2)).

One Sp. z o.o. can carry on several types of activity. Their PKD codes (Polska Klasyfikacja Działalności, the Polish classification of business activities) are listed in the articles and in the KRS. Some activities require licences. What to settle before registration, including activity codes, is covered in what to decide before opening a business.

How a Sp. z o.o. pays tax and reports

The company itself pays tax on its profit. The standard CIT rate is 19%. The 9% rate applies to income other than capital gains if annual revenue did not exceed the equivalent of EUR 2,000,000 (art. 19(1) of the CIT Act, as of 29 September 2026). The threshold is converted into PLN at the NBP (National Bank of Poland) average rate on the first business day of the tax year and rounded to PLN 1,000. When profit is distributed, the shareholder also pays tax on the dividend. Board members’ pay and ZUS contributions are calculated separately. How it all adds up is explained in the guide to CIT in Poland.

Adding shareholders does not by itself increase the tax bill. The total depends on profit and on payments to people, such as salaries and dividends.

A Sp. z o.o. must keep full accounting books under the Accounting Act, ustawa o rachunkowości (art. 2(1)). The annual financial statements are approved within six months of the year end (art. 53) and filed with the KRS within 15 days of approval (art. 69). They are publicly visible in the Repozytorium Dokumentów Finansowych, the register’s financial documents repository. The company also reports its beneficial owners to the CRBR, the Central Register of Beneficial Owners.

Sp. z o.o. vs sole proprietorship (JDG) and other forms

The main differences are liability and tax. In a JDG the entrepreneur is liable for business debts with all their personal assets and pays PIT as an individual. In a Sp. z o.o. the shareholder risks their contribution, the company pays CIT and personal risk shifts to the board. A PSA is close to a Sp. z o.o. but starts with PLN 1 of capital.

Which form suits a particular business is discussed in the overview of business forms in Poland. We do not make that call for you here. It depends on turnover, costs and your residence plans.

How a Sp. z o.o. is set up, briefly

There are two routes. The first is online through the S24 system, using template articles signed with a qualified electronic signature, a Profil Zaufany (trusted profile) or the signature in a Polish electronic ID card (art. 157¹ KSH). The second is individual articles signed before a notary, when you need special rules such as an in-kind contribution or your own financial year. Either way, the KRS application is filed electronically.

Step-by-step instructions are in the guide to opening a company in Poland. Fees and court timelines are covered in terms and stages of registration. If you want us to draft articles around your shareholdings and signatures and handle the mandatory steps after KRS entry, see our company formation service.

Important. Anyone can check for free that a Sp. z o.o. is actually registered, in the Wyszukiwarka KRS (KRS search) by KRS number or company name. If an intermediary tells you your company “is already open”, ask for the KRS number and check the entry yourself before paying anything further.

FAQ

Can I open a Sp. z o.o. on my own?

Yes. The law allows a single-shareholder Sp. z o.o. (art. 151 § 1 KSH). The sole shareholder then pays ZUS as a business owner. Their declarations to the company must be in writing. If they are also the only board member, their contracts with the company are concluded before a notary (art. 173 § 1, art. 210 § 2 KSH).

Can a foreigner open a Sp. z o.o. without a residence card?

Yes. Non-EU foreigners may create a Sp. z o.o. and buy shares in one without any special residence status (art. 4(3) of the Act on foreign entrepreneurs).

How many companies can a foreigner own in Poland?

The law limits neither the number of companies nor the number of shares. Owning them does not create a right to stay in Poland.

Can the share capital be spent?

Yes, on the company’s needs. Once paid in, the money is at the board’s disposal (art. 158 § 3 KSH). Contributions cannot be returned to shareholders (art. 189 § 1).

Is a shareholder liable for the company’s debts?

No (art. 151 § 4 KSH). Before KRS entry, a shareholder is liable up to the contribution not yet paid in (art. 13 § 2). A shareholder who also sits on the board is subject to the board liability rules.

Can a foreigner or a non-shareholder be a director?

Yes. A person who is not a shareholder can be appointed to the board (art. 201 § 3 KSH), and the law sets no citizenship requirement. Board work from abroad needs no work permit. In Poland, up to six months in any twelve are permit-free (art. 39 of the Act of 20 March 2025).

Can one Sp. z o.o. run several types of business?

Yes, several PKD codes can go into the articles. Some activities require licences or permits.

Does a Sp. z o.o. give me the right to live in Poland?

No. A company can become the basis for a residence card application, but the decision rests with the voivode (the regional governor).

This article is for reference only and does not replace advice from a lawyer, accountant or immigration specialist. It touches on company law, taxes, ZUS contributions and the rules on employing foreigners. Legal provisions are cited from statute texts as of 29 September 2026, and rates and rules may change. Before making a decision, check isap.sejm.gov.pl and biznes.gov.pl.

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Our company formation service covers three things. Articles of association are drafted around your shareholdings and the split of roles. Company bodies and signing rules are set out so it is clear who signs for the company and how. After KRS entry we take you through the mandatory steps, including the beneficial owner report to the CRBR. Details are on the page company registration help.