Sp. z o.o. for a startup in Poland: registration, capital and 2026 costs
An Sp. z o.o. (spółka z ograniczoną odpowiedzialnością) is the Polish limited liability company: a separate legal entity with share capital from 5,000 zł and limited liability for the shareholder. It's not hard to set up, but maintaining it costs money every month, even with no income.
This article breaks down the real numbers: capital, liability and first-year expenses, plus when an incubator is more profitable at launch. The complete step-by-step relocation process is covered in the guide on relocation and legalization in Poland through an incubator.
How to open Sp. z o.o.: registration process
You can register Sp. z o.o. online in a few days through the S24 system or with a notary if you need a custom charter. A foreigner does not need a separate permit for this.
Company registration in Poland: how the startup ecosystem helps reduce financial risks at the start.
The step-by-step registration process is:
- Prepare the charter and founders' data (a standard charter in S24 will work).
- Register the company in the KRS registry and obtain REGON and NIP.
- Contribute share capital of at least 5,000 zł (in cash or property, wkład niepieniężny).
- Open a company account and register for VAT if necessary.
Share capital and founder liability
The minimum share capital for Sp. z o.o. is 5,000 zł, and it doesn't disappear: the money remains a company asset and can be spent on its needs. The main advantage of this form is limited liability.
For company obligations, the founder answers within the limits of their contribution, not with personal property. This is the key difference from JDG, where the entrepreneur risks everything. But the protection has conditions:
- a board member (zarząd) may be personally liable if they didn't file a bankruptcy petition on time;
- the management board can also be held liable for tax debts;
- personal guarantees on company loans bypass limited liability.
"Limited liability is not absolute protection. A management board member is personally liable if they fail to file for bankruptcy on time or accumulate tax debts. Don't treat Sp. z o.o. as complete immunity from risks."
How much does maintaining Sp. z o.o. cost in the first year?
Maintaining Sp. z o.o. costs noticeably more than working through an incubator: accounting, address, and contributions add up every month regardless of revenue. Below are approximate figures for 2026.
| Expense Item | Benchmark |
| Registration through S24 | 250 zł one-off: the court fee for the KRS entry. There is no separate fee for the MSiG announcement any more, it was abolished on 29 November 2025. Together with the PCC tax, registration comes to about 274 zł. A notary is more expensive: a 500 zł court fee plus the notary's remuneration (taksa notarialna; with capital of 5,000 zł that is 160 zł net at most, i.e. 196.80 zł including VAT) and wypisy at 6 zł per page plus VAT. All in, roughly 720-820 zł including the tax. |
| PCC (tax on the company agreement) | 0.5% of the share capital minus the court fee and the notary's remuneration including VAT. With capital of 5,000 zł and registration through S24 that comes to 24 zł: the PCC-3 return is filed and the tax paid within 14 days. If you register at a notary, the notary collects the tax, so there is nothing to pay separately. |
| Share capital | from 5,000 zł (remains in the company) |
| Accounting (mandatory, full) | roughly 500-3,000 zł/month (market rate of an accounting office, depends on the volume of documents/VAT/employees) |
| Legal address / virtual office | roughly 200-400 zł/month |
| Contributions (ZUS / składka zdrowotna) | depends on structure; for a sole shareholder, ZUS same as for JDG (sole proprietorship) |
| CIT (corporate income tax) | 9% with turnover up to ≈2 million EUR and small-taxpayer status (mały podatnik), otherwise 19% |
A separate note about ZUS-this is a common trap. If an Sp. z o.o. is single-member (jednoosobowa sp. z o.o.), its sole owner is treated by ZUS as an entrepreneur and pays contributions almost like on a JDG. In a company with two or more members, the owner has no such obligation. For solo founders, this becomes a major hidden expense item that is often not budgeted for.
Sp. z o.o. Taxes: CIT and Dividends
Sp. z o.o. profits are taxed twice: first by CIT at the company level (9% for small businesses or 19%), then by dividend tax when withdrawing money to yourself. This is important to consider when calculating net income.
Some companies use Estonian CIT (estoński CIT), which defers the tax until profit distribution. It's not suitable for everyone and requires certain conditions, so it's worth calculating the tax scheme in advance. Current rates are published on the portal podatki.gov.pl, and general business requirements biznes.gov.pl.
Sp. z o.o. or Incubator: What to Choose at the Start?
At the start, with unsteady income, an incubator usually works out better: you pay a fixed monthly amount instead of accounting, an address and contributions of your own, and your income is still legal. An Sp. z o.o. pays off later, once the business has grown.
It's like choosing between your own car and a rental: your own gives you full control, but insurance, servicing and tax keep running regardless of how much you drive. A rental costs one known amount per month, and all the upkeep stays with the owner. An incubator is closer to a rental: it is the incubator that runs the legal entity, the accounting and the reporting.
Sp. z o.o. makes sense when:
- income is consistently high, and fixed costs pay off;
- you have a team and employees;
- you need your own brand, legal entity, and to attract investment.
For example, a freelancer with income around 6,000 zł opened an Sp. z o.o. for the status, paid for accounting and address for six months with almost no profit, and returned to the incubator. A team of three people with stable contracts, on the other hand, benefited from their own company. It's not prestige that decides, but your numbers and goals.
Still at the start and your income is unsteady? Through a business incubator you can work legally for a fixed monthly fee, without your own company, accounting or contributions of your own.
Frequently asked questions
Can an incubator take the rights to my code or design?
No, as long as the contract states the rights stay with you. Without such a clause there is uncertainty, so read the contract before signing.
Is written form required to transfer copyright?
Yes. A transfer of economic copyright without a written contract is invalid under Polish law. Verbal agreements do not transfer rights.
Do I own the code written by a hired team?
Only if the contractors' agreements contain an explicit transfer of economic copyright. Without it, formally they own the result, not you.
Can all rights to a work be transferred in full?
Only economic rights (majątkowe) can be transferred, and only for the fields of exploitation listed in the contract. Moral rights, including the right to authorship, cannot be transferred under Polish law and remain yours.
What about the rights to a name and logo?
That's a separate area: a name and logo are protected as a trademark (znak towarowy) through registration with the Patent Office (UPRP), not by copyright.