Limited Liability Company (Sp. z o.o.) in Poland
What is a Sp. z o.o.?
A Spółka z ograniczonąodpowiedzialnością (Sp. z o.o.) is the most popular form of business entity in Poland, equivalent to a limited liability company (LLC). It is a separate legal entity from its owners, which means shareholders are not personally liable for the company's debts.
Key Features:
- Legal Personality: The company has its own legal identity, separate from its shareholders.
- Limited Liability: Shareholders are liable only up to the value of their share contributions.
- Minimum Share Capital: PLN 5,000 (~€1,200).
- Minimum Share Value: PLN 50 per share.
- Number of Shareholders: Minimum 1 (but a single-person Sp. z o.o. cannot be owned by another single-person Sp. z o.o.).
Incorporation Process:
- Prepare the Articles of Association (via notary or online).
- Deposit Share Capital into the company’s bank account.
- Appoint the Management Board (at least one director).
- Register in the National Court Register (KRS) via the eKRS system.
- Obtain:
- NIP (Tax ID)
- NIP (Tax ID)
- REGON (Statistical number)
- VAT registration (if applicable)
- Open a Bank Account for business operations.
Taxation:
- Corporate Income Tax (CIT):
- Corporate Income Tax (CIT):
- 9% for small businesses (income up to €2M/year)
- 19% standard rate
- VAT: 23% standard (with reduced rates of 8%, 5%, or 0% for some goods/services)
- Dividend Tax: 19%
Accounting and Compliance:
- Full accounting required (even for small companies).
- Annual financial statements must be submitted to the National Court Register.
- Annual CIT declaration is mandatory.
Management & Representation:
- Managed by a Management Board (zarząd).
- May have a Supervisory Board (radanadzorcza) if required by law or shareholders.
- Daily operations and legal representation are handled by the management board.
Registered Office:
- A Polish address is required to register the company.
Why Choose Sp. z o.o.?
- Ideal for foreign investors and entrepreneurs.
- Limited personal risk.
- Flexible ownership and management structure.
- Can be set up entirely online.
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