The decision to incorporate a company marks a threshold moment in an entrepreneur’s journey — the point at which a business idea acquires legal personality, limited liability protection, and access to organizational structures refined over centuries of commercial practice. Compared to the sole proprietorship (jednoosobowa działalność gospodarcza), company incorporation in Poland offers entrepreneurs substantially reduced personal risk combined with increasingly attractive forms of taxation.
At a certain scale of operations, company registration ceases to be merely advantageous—it becomes the only rational choice.
- Further reading: Company Formation in Poland
Our Approach to Company Incorporation
For entrepreneurs contemplating company incorporation in Poland, we provide comprehensive advisory services that address both the legal architecture and the fiscal consequences of this foundational decision. Our team — comprising legal counsels (radcowie prawni), advocates (adwokaci), and tax advisors (doradcy podatkowi) — collaborates to ensure that the chosen structure serves the client’s objectives across multiple dimensions.
Our company incorporation services encompass:
Liability architecture — defining the exposure of natural persons to the company’s obligations, calibrated to the specific risk profile of the intended business activity.
Tax burden analysis — calculating public-law obligations both connected and unconnected to income generation, comparing effective rates across available structures.
Operational cost assessment — evaluating the complexity and ongoing expense of maintaining different company types, from simplified bookkeeping to full commercial accounts.
Bespoke constitutional documents — preparing articles of association and shareholders’ agreements that safeguard partners’ interests while defining rights, obligations, and mechanisms for resolving future disputes.
Complete registration process — conducting company registration through the National Court Register (Krajowy Rejestr Sądowy, KRS), including representation before the registry court and coordination of all procedural requirements.
Regulatory approvals—obtaining any permits, licences, or corporate authorizations prerequisite to commencing operations.
Ongoing Corporate and Tax Services
For entrepreneurs who have already completed company incorporation — whether as partnerships or capital companies — we provide continuing support across the full spectrum of corporate life:
Legal representation — comprehensive counsel from qualified legal advisors, encompassing both strategic recommendations and representation before governmental authorities, courts, and regulatory bodies.
Corporate secretarial services — preparation, verification, and maintenance of corporate documentation, resolutions, and commercial records in compliance with Polish company law requirements.
Tax advisory — dedicated guidance on CIT, VAT, and PIT matters, including transaction structuring, compliance review, and representation in proceedings before tax authorities.
Accounting and payroll — full bookkeeping services including commercial accounts, HR administration, and payroll processing through our affiliated accounting practice.
Partnerships or Capital Companies? The Structural Choice
The Polish Commercial Companies Code (Kodeks spółek handlowych) offers entrepreneurs two fundamental categories of business organization, each with distinct characteristics that render it suitable for particular circumstances.
Partnerships (Spółki osobowe)
Partnerships are founded upon the personal engagement of their partners—whether natural persons or other business entities. This form of company incorporation offers, above all, a less formalized mode of operating in commercial space: lower costs for routine legal services, reduced notarial expenses, and greater flexibility in crafting internal relations through the partnership agreement.
The price of this flexibility is increased personal exposure. Partners in most partnership forms bear liability for the company’s obligations—in some cases without limitation, with their entire personal assets.
Polish law recognizes four partnership types available for company registration:
General partnership (spółka jawna) presents an attractive choice for entrepreneurs whose exposure to commercial risk remains modest and who, while conducting business at moderate scale, value simplicity in both legal and accounting matters. A general partnership may maintain accounts on the basis of a revenue and expense ledger (księga przychodów i rozchodów) rather than full commercial books—a meaningful reduction in administrative burden.
Professional partnership (spółka partnerska) serves members of liberal professions who wish to practice jointly while maintaining protection from liability for colleagues’ professional errors.
Limited partnership (spółka komandytowa) has become one of the most popular forms of company incorporation in Poland, particularly when structured with a limited liability company as general partner. Although no longer eligible for simplified bookkeeping, the limited partnership restricts liability for limited partners (komandytariusze) while offering tax treatment that, until recent legislative changes, provided significant advantages over capital company structures.
Limited joint-stock partnership (spółka komandytowo-akcyjna) combines partnership characteristics with the ability to raise capital through share issuance—a hybrid form suited to ventures requiring both active management and passive investment.
Capital Companies (Spółki kapitałowe)
Capital companies offer substantially greater security in the conduct of business, particularly regarding the personal liability of individuals for corporate obligations. Partners and shareholders bear no liability whatsoever for the company’s debts; in appropriate circumstances, even management board members may be exempted from subsidiary liability.
This protection comes at the cost of greater formalism in internal structure and governance, and typically higher ongoing expenses for legal and administrative services. Yet partners and management boards routinely accept these costs as the price of optimal security for their business operations.
Polish law provides three capital company forms for company registration:
Limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) remains the predominant choice for company incorporation in Poland. With minimum share capital of PLN 5,000 and the possibility of electronic registration through the S24 system, the sp. z o.o. combines meaningful liability protection with accessible formation requirements.
Contrary to common assumption, a limited liability company need not prove fiscally disadvantageous. Despite the theoretical “double taxation” at both CIT and PIT levels, the mathematics merit examination. At moderate scale—turnover up to EUR 2 million annually, qualifying for the reduced 9% CIT rate—the effective tax burden on dividends reaches approximately 26.29%. A sole proprietor paying the nominal 19% flat tax must additionally bear the health insurance contribution at 4.9% of income, rendering the actual difference less than 2.5 percentage points. Company incorporation as a sp. z o.o., properly structured, need not burden an entrepreneur’s treasury.
Simple joint-stock company (prosta spółka akcyjna, P.S.A.)—introduced in 2021—represents Poland’s response to the needs of startups and technology ventures. With minimum share capital of merely PLN 1 and simplified governance requirements, the P.S.A. facilitates company registration for innovative enterprises while preserving the capital-raising flexibility traditionally associated with joint-stock structures.
Joint-stock company (spółka akcyjna, S.A.) serves larger ventures requiring access to capital markets. Minimum share capital of PLN 100,000, mandatory supervisory board, and more elaborate governance requirements position the S.A. for enterprises contemplating public offerings or stock exchange listings.
|
Type of company |
Legal personality |
Obligation to contribute capital |
Liability of the partners for the company’s obligations |
Full accounting |
Possibility of incorporation |
|
personal |
no |
no – with the exception of s.k.a. for which the minimum share capital is PLN 50,000 |
each partner without limitation with all his/her assets (or at least one general partner in the case of s.k. and s.k.a.) |
mandatory only in the case of sp.k. and s.k.a., in others – after exceeding the limit of EUR 2 million of annual revenue |
general partnership |
|
capital |
yes |
PLN 5,000 for sp. z o.o., PLN 100,000 for s.a. and PLN 1 for p.s.a. |
no liability is on the board member |
yes |
z o.o. and p.s.a. |
The Civil Law Partnership: A Distinct Category
The civil law partnership (spółka cywilna) stands apart from the commercial companies discussed above. Established under provisions of the Civil Code rather than the Commercial Companies Code, it lacks legal personality entirely—the partners themselves, not the partnership, are parties to contracts and holders of rights.
While offering maximum simplicity for company registration, the civil law partnership provides no liability protection whatsoever. It may suit certain small-scale collaborations, but entrepreneurs should understand clearly that they remain fully and personally liable for all partnership obligations.
The Registration Process: Traditional and Electronic Paths
Company incorporation in Poland proceeds through one of two routes, depending on the company type and the complexity of the founding documents.
Traditional registration involves preparation of the articles of association or founding act, execution before a notary public (akt notarialny), and submission of the registration application to the National Court Register. This path permits maximum flexibility in drafting constitutional documents tailored to the partners’ specific requirements.
Electronic registration via S24 offers a streamlined alternative for general partnerships, limited partnerships, limited liability companies, and simple joint-stock companies. Using standardized templates within the Ministry of Justice’s online system, company registration can be completed within 24 hours at substantially reduced cost. Where the factual circumstances justify it—particularly for straightforward structures without complex governance arrangements—this route offers meaningful savings without sacrificing legal validity.
A responsible advisor will recommend the appropriate path based on the client’s specific circumstances, neither imposing unnecessary formality nor sacrificing important protections for the sake of economy.
Beyond Formation: Considerations for the Long Term
The decision regarding company incorporation extends far beyond the moment of registration. Each company type carries implications for:
Future profit distribution — the mechanisms for extracting value from the enterprise, whether as salary, dividends, or other forms of remuneration, each with distinct tax treatment.
Loss participation — how partners share in unsuccessful outcomes, and the extent to which losses may be utilized for tax purposes.
Capital increases — the procedures for admitting new investors or raising additional funds, which vary significantly across company types.
Succession and exit — the transferability of interests, the consequences of a partner’s death or withdrawal, and the mechanisms for resolving deadlock.
Tax environment — not merely current rates but the trajectory of legislative change and the sustainability of particular planning structures.
The Value of Professional Guidance
Company registration, viewed superficially, may appear a mere administrative formality—paperwork to be completed as quickly and cheaply as possible. This perception, while understandable, overlooks the foundational significance of choices made at the moment of incorporation.
The articles of association drafted today will govern disputes that arise years hence. The company type selected now determines tax treatment that compounds annually. The liability structure chosen at formation defines personal risk exposure throughout the venture’s life.
Professional guidance in company incorporation is not an expense to be minimized but an investment in the enterprise’s structural integrity. The cost of proper formation is invariably less than the cost of restructuring an ill-conceived entity—or litigating ambiguities that clear drafting would have prevented.
We approach each company incorporation engagement with attention to both immediate requirements and long-term consequences, ensuring that the legal foundation supports rather than constrains the business it is meant to serve.
