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Joint-Stock Company vs Limited Liability Company in Poland

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Which corporate form to choose for your investment in Poland?

A guide for entrepreneurs and foreign investors | ATL Law 2026

Two Pillars of Polish Corporate Law

The choice of corporate vehicle is among the most consequential decisions facing any foreign investor entering the Polish market. The two dominant forms of capital company under Polish law – the spółka z ograniczoną odpowiedzialnością (sp. z o.o., equivalent to a limited liability company) and the spółka akcyjna (S.A., equivalent to a joint-stock or public limited company) – differ substantially in their organisational structure, minimum capital requirements, fundraising capabilities and regulatory burden. Both are governed by the Commercial Companies Code (Kodeks spółek handlowych, KSH) and constitute separate legal entities in which the liability of shareholders for the company’s obligations is limited.

For foreign investors, who are increasingly selecting Poland as their Central and Eastern European hub, the decision between these two corporate forms carries not only organisational but also strategic and tax implications. This article provides a comprehensive comparative analysis of both structures under Polish law as in force in 2026, setting out the key criteria that should guide an investor’s decision-making process.

 

Comparison Table – Key Parameters

 

Criterion Sp. z o.o. S.A.
Minimum share capital PLN 5,000 PLN 100,000
Minimum share value PLN 50 per share PLN 0.01 per share
Minimum shareholders 1 person 1 person
Governing bodies Management board (mandatory); supervisory board (optional, but obligatory after exceeding PLN 500,000 in share capital and 25 shareholders) Management board + supervisory board or board of directors (in certain cases)
Public trading of shares Not permitted Permitted (WSE, NewConnect)
Disclosure of ownership List of partners disclosed in KRS (court register) Shareholders anonymous (dematerialised bearer shares)
Transfer of shares Written form with notarially certified signature Simple assignment (dematerialised shares)
Mandatory general meeting Annual ordinary meeting Annual General Meeting of Shareholders
Reporting obligations Standard (financial statements, KRS) Extended (annual report, mandatory audit)
Bond issuance Yes Yes
Share privileges Limited Extensive (golden shares, non-voting shares)
Formation and running costs Lower Higher
Typical use case SMEs, start-ups, holding companies, JVs Large enterprises, listed companies, IPO candidates

 

Limited Liability Company (Sp. z o.o.) – Overview

Share Capital and Shares

The spółka z ograniczoną odpowiedzialnością remains the most popular corporate vehicle for foreign investors in Poland. Its minimum share capital requirement of PLN 5,000 makes it accessible to a wide range of entrepreneurs, from single-founder start-ups to complex holding structures. The share capital is divided into shares (udziały) with a minimum nominal value of PLN 50 each. Shares in a sp. z o.o. are not freely tradeable on public markets – their transfer requires a written instrument with notarially certified signatures and may be subject to restrictions set out in the company’s articles of association (umowa spółki).

Shareholders of a sp. z o.o. bear no personal liability for the company’s debts beyond their equity contribution. The principal exception is the potential liability of management board members for the company’s obligations in the event that enforcement against the company’s assets proves unsuccessful – a risk regulated under Article 299 KSH that can be effectively managed through timely insolvency filing.

Corporate Governance Structure

A sp. z o.o. may operate through a streamlined governance structure. Only the management board (zarząd) is mandatory; a supervisory board (rada nadzorcza) is optional unless the articles of association otherwise provide or the number of shareholders exceeds 25 or the share capital exceeds PLN 500,000. The absence of a mandatory supervisory board significantly reduces organisational complexity and cost for companies with a limited number of shareholders. In such cases, the right to supervise the company’s activities vests directly in the shareholders.

The articles of association afford considerable flexibility in structuring the rights of individual shareholders, including the right to appoint a specified number of management board members, preferential dividend rights, or veto rights over defined categories of resolutions. This flexibility makes the sp. z o.o. particularly well-suited for joint ventures with asymmetric ownership structures.

Transfer of Shares and Practical Considerations

The transfer of shares in a sp. z o.o. is subject to restrictions arising both from KSH provisions and from the company’s articles of association. The list of shareholders is disclosed in the National Court Register (Krajowy Rejestr Sądowy, KRS), meaning that the identifying information of all shareholders is publicly accessible. For many institutional investors and private equity funds, this implies a lower level of ownership anonymity compared to a joint-stock company.

A well-drafted umowa spółki can, however, introduce robust transfer restrictions – rights of first refusal, pre-emption rights, corporate consent requirements for transfers – providing effective protection against unwanted changes in the composition of the shareholder base.

 

Joint-Stock Company (S.A.) – Overview

Share Capital and Shares

The spółka akcyjna is an advanced corporate vehicle designed primarily for entrepreneurs planning to access external equity capital markets, pursue a stock exchange listing or conduct operations of a scale that demands substantial capitalisation. The minimum share capital of a S.A. is PLN 100,000, divided into shares with a minimum nominal value of PLN 0.01 each. Shares may be issued in series and may carry various forms of privilege, including preference shares as to voting rights, dividend entitlements, liquidation proceeds or asset distribution.

The defining characteristic of the S.A. is the ability to trade shares publicly. A joint-stock company may – upon satisfying the rigorous regulatory requirements of the Polish Financial Supervision Authority (KNF) and the Warsaw Stock Exchange rules – conduct an initial public offering (IPO) and list its shares on the WSE Main Market or the alternative trading system NewConnect. This capability is the primary argument in favour of the S.A. form for businesses that have a long-term strategy involving access to public capital markets.

Corporate Governance – Complexity and Compliance

The S.A. has a considerably more elaborate and formalised governance structure than the sp. z o.o. The traditional model provides for a three-tier structure: the general meeting of shareholders (walne zgromadzenie akcjonariuszy, WZA), the supervisory board (rada nadzorcza) and the management board (zarząd). The supervisory board is mandatory as a rule and exercises ongoing supervision over the management board in all areas of the company’s activity. As an alternative, the 2022 amendment to KSH introduced the option of a monistic model, where both managerial and supervisory functions are concentrated in a board of directors (rada dyrektorów).

The corporate governance obligations of an S.A. are substantially more demanding than those of a sp. z o.o. These include, inter alia, the preparation of detailed minutes of supervisory board meetings, regular convening of general meetings of shareholders, and, in the case of listed companies, compliance with the Best Practices for WSE Listed Companies and numerous disclosure obligations arising from capital markets legislation.

Shareholder Anonymity and Privacy

One of the significant distinctions between the S.A. and the sp. z o.o. is the level of anonymity afforded to the ownership structure. Since 2021, all shares in a S.A. must be in dematerialised form, registered with a share registrar or deposited with the securities depository. Shareholder data is not publicly disclosed in the KRS, resulting in a substantially higher level of privacy compared to shareholders in a sp. z o.o. For institutional investors and private equity structures in which ownership transparency is competitively sensitive, this feature of the S.A. may have considerable practical significance.

 

Simple Joint-Stock Company (PSA) – A Hybrid for Start-Ups

Since 2021, Polish law has recognised a third form of capital company – the prosta spółka akcyjna (PSA, simple joint-stock company) – which combines features of both the sp. z o.o. and the S.A., making it particularly attractive for start-ups and technology companies. The PSA has no minimum share capital requirement (a minimum of PLN 1 suffices), allows contributions in the form of work or services, features a simplified governance structure, and simultaneously provides a flexible share issuance framework enabling the implementation of ESOP programmes and fundraising from venture capital investors. The PSA may not, however, issue shares in public trading, which limits its applicability to the pre-IPO stage.

 

Which Form to Choose – Decision Criteria

Sp. z o.o. is the right choice when:

  • the planned activity is operational in nature and public share issuance is not contemplated within the foreseeable future;
  • the investor seeks a straightforward, low-maintenance legal structure with limited corporate formalities;
  • the company will operate as a subsidiary within an international corporate group, conducting manufacturing, service or trading activities;
  • a joint venture with a local or foreign partner requires precise regulation of mutual rights and obligations within a flexible constitutional document;
  • the founding capital is limited and the investor does not plan to raise capital publicly in the short term.

 

S.A. is the right choice when:

  • a stock exchange listing (WSE or NewConnect) is planned in the medium to long term;
  • the company intends to raise capital from public investors or large institutional funds that require the S.A. form;
  • it is desirable to issue preference shares with differentiated status, enabling sophisticated structuring of shareholder rights;
  • anonymity of the shareholder structure is required for competitive or privacy reasons;
  • the scale of the planned operations justifies the higher administrative and organisational costs associated with maintaining an S.A.

 

Tax Perspective

From a corporate income tax standpoint, both forms are treated identically as CIT taxpayers subject to the standard rate of 19% or the reduced rate of 9% for small taxpayers (revenues below EUR 2 million). Dividends paid by both types of company are subject to analogous taxation rules at the recipient level. The choice of corporate form should therefore not be driven solely by tax considerations – both company types are eligible for the same tax preferences, including the R&D relief (ulga B+R), IP Box and Estonian CIT.

It is worth noting, however, that a qualifying sp. z o.o. may elect the Estonian CIT regime (ryczałt od dochodów spółek – a tax on distributed profits), whereas joint-stock companies are generally excluded from this regime. For businesses that reinvest profits, this represents a significant advantage of the sp. z o.o. form, allowing the deferral of taxation until the actual distribution of profits.

 

IMPORTANT: The choice of corporate form has far-reaching legal and tax consequences. Conversion from a sp. z o.o. to an S.A. is possible through a transformation procedure under Articles 551 et seq. KSH, but involves costs and formalities that make it advisable to take a well-considered decision at the incorporation stage.

 

Summary and Practical Recommendations

The limited liability company (sp. z o.o.) remains the optimal solution for the vast majority of foreign investors entering the Polish market, particularly in the context of operational, holding or joint-venture investments of limited or medium scale. Its low capital requirements, flexibility in structuring internal relations and simplified governance structure make it a cost-effective and organisationally efficient vehicle.

The joint-stock company (S.A.) is the appropriate choice for entities for whom access to capital markets, issuance of tradeable equity instruments with differentiated status, or construction of a structure enabling a future IPO are strategic priorities. The higher formal requirements and operating costs of the S.A. are justified in the context of its substantially expanded financing capabilities and greater market credibility.

Irrespective of the form chosen, the key to success lies in the precise drafting of the constitutional documents – the articles of association or the statute – which should reflect both the investor’s current needs and the company’s long-term development strategy. Legal advice at the incorporation stage is an investment that repays itself many times over by avoiding costly structural errors at a later stage of the company’s life.

 

ABOUT ATL LAW

ATL Law is a law firm specialising in comprehensive legal services for foreign investors on the Polish market. We offer multilingual advisory in the fields of tax law, corporate law, transfer pricing and employment law. We support our clients at every stage of their entry into the Polish market – from selecting the optimal legal structure, through ongoing compliance management, to representation in tax proceedings and litigation.

Employment of foreigners – salaries, taxes, and social security contributions

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Employing foreign workers has become routine for many Polish employers. Growing labour mobility, persistent talent shortages and an increasing inflow of foreign nationals mean that the number of people working in Poland from abroad continues to rise year after year. For companies, this creates a complex compliance landscape: correct registration with authorities, accurate payroll calculations, proper tax treatment and appropriate social security contributions all require careful attention. Getting it wrong carries real financial and legal risk. Below, we outline the most important issues to address before — and immediately after — signing a contract with a foreign employee.

Tax Residency — the Starting Point for Every Payroll Calculation

Before any salary calculation, an employer must answer one fundamental question: is the foreign employee a Polish tax resident? The answer determines the scope of the individual’s tax obligations in Poland.

Under the Polish Personal Income Tax Act, a person qualifies as a Polish tax resident if they meet at least one of two criteria. First, they maintain their centre of personal or economic interests in Poland — meaning they have family, a permanent home or their primary source of income here. Second, they are physically present in Poland for more than 183 days in a given tax year.

A tax resident is subject to unlimited tax liability in Poland, meaning all worldwide income must be declared and taxed here. A non-resident, by contrast, is subject to limited tax liability — only income derived from Polish sources falls within the scope of Polish taxation.

In practice, the recommended approach is to obtain a written declaration of tax residency from the employee at the outset of employment. Where a non-resident invokes the provisions of a relevant double taxation treaty, a tax residency certificate should also be collected. These documents provide the legal basis for applying the correct tax rules and protect the employer in the event of an audit.

Calculating PIT Advances: Tax Scale, Flat Rate and Residency Certificates

For all employees who are Polish tax residents — regardless of nationality — the employer is required to calculate and remit advance personal income tax payments at the progressive tax rates of 12% and 32%, and to issue a PIT-11 form at the end of the tax year.

For non-residents, a withholding flat-rate tax of 20% is commonly applied, with the annual IFT-1/IFT-1R form used for reporting. A tax residency certificate can, however, change this picture significantly: it enables the employer to apply the provisions of the applicable double taxation treaty, which may result in a lower tax rate or even a full tax exemption.

KEY POINT

Every Polish tax resident — irrespective of nationality — is entitled, subject to submitting the relevant declarations, to the monthly tax-reducing amount (PLN 300 per month, equivalent to a tax-free allowance of PLN 30,000) and all other available tax reliefs, on the same terms as a Polish citizen.

 

PESEL and NIP — The Two Tax Identifiers Required for Correct PIT Filing

Annual income tax returns in Poland can only be filed using one of two tax identifiers: the PESEL number (for individuals not running a business who receive a PIT-11) or the NIP number (for those conducting business activity). There are no other identifiers that allow a valid annual return to be submitted to the tax office — this rule applies equally to foreign nationals.

It is therefore essential to collect the following information from a foreign employee at the time of hiring:

  • PESEL or NIP number,
  • address of residence in Poland,
  • foreign tax identification number (TIN),
  • declaration of tax residency or a tax residency certificate.

 

If the employee does not yet have a PESEL number, the employer should promptly inform them of the obligation to obtain one and explain the relevant procedure.

PRACTICAL NOTE

The former practice of entering “9999999999” in the PESEL field of a PIT-11 form is no longer valid. A return submitted with this placeholder will be rejected by the tax authority’s electronic system. Employers must ensure the correct identifier is obtained before submitting payroll documentation

 

Social Security and Health Insurance for Foreign Employees

The general principle is straightforward: contributions to social security and health insurance are payable in Poland for any work performed on Polish territory, regardless of the employee’s nationality. Exceptions exist under EU regulations or bilateral social security agreements.

Where a worker is posted to Poland for a period of up to 24 months, social security contributions may continue to be paid in the sending country — in which case ZUS (the Polish Social Insurance Institution) receives no contributions in respect of that individual. The A1 certificate serves as evidence of this status.

All foreign nationals who are subject to social security coverage in Poland receive ZUS benefits on the same terms as Polish citizens, including health insurance coverage. Citizens of EU and EFTA member states (Norway, Iceland, Liechtenstein and Switzerland) may also use the European Health Insurance Card (EHIC) for short-term stays in other EU/EFTA countries.

FOR NON-EU NATIONALS

Foreign nationals from outside the European Union who do not have a basis for social security coverage in Poland should independently conclude a voluntary agreement with the National Health Fund (NFZ) or take out a private health insurance policy.

Employee Capital Plans (PPK) — Obligations Towards Foreign Employees

Poland’s Employee Capital Plans (Pracownicze Plany Kapitałowe — PPK) apply to all employees regardless of nationality. Any person employed in Poland who is subject to mandatory pension and disability insurance contributions may participate in the programme. Participation is voluntary for the employee; however, the obligation to implement PPK rests with every employer — including foreign employers without a registered seat in Poland, provided they employ individuals who meet the statutory conditions.

An employer is exempt from the obligation to implement PPK only in a limited number of clearly defined situations: micro-enterprises (employing an annual average of fewer than 10 employees with net turnover or balance sheet total not exceeding the equivalent of EUR 2 million), but only if all employees submit a declaration opting out and no employee over the age of 55 requests enrolment. Entities that operate an Employee Pension Scheme (PPE) covering at least 25% of employees with a minimum contribution of 3.5% of salary are also exempt.

Conclusion — Building a Compliant Process

Employing a foreign national safely comes down to thorough documentation and a sound understanding of the applicable rules. An employer who collects comprehensive data at the onboarding stage — PESEL or NIP number, a declaration of tax residency, a residency certificate where applicable, and the employee’s foreign TIN — reduces compliance risk to a minimum. It is equally important to monitor changes in an employee’s residency status (particularly for longer-term contracts), track amendments to tax and social security legislation, and seek specialist legal advice when in doubt. Companies that manage these processes effectively protect themselves from costly penalties and build a reputation as reliable, compliant employers in the Polish market.

AML/KYC Anti-Money Laundering and Counter-Terrorist Financing

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A Guide for Entrepreneurs and Foreign Investors | ATL Law 2026

The Strategic Importance of AML/KYC Compliance for Business in Poland

Anti-money laundering and counter-terrorist financing regulations represent one of the most critical compliance areas for businesses operating in Poland. The obligations arising from the AML (Anti-Money Laundering) and KYC (Know Your Customer) framework apply to a broad range of entities – from financial institutions, through law firms and advisory companies, to real estate agents and providers of crypto-asset services. Non-compliance exposes businesses to severe administrative and criminal penalties and, for regulated entities, the risk of losing operating licences.

 

Poland’s AML framework is primarily based on the Act of 1 March 2018 on Counteracting Money Laundering and the Financing of Terrorism (hereinafter: the AML Act), which implemented the requirements of the Fourth AML Directive (Directive 2015/849/EU) and its amendments under the Fifth AML Directive (Directive 2018/843/EU). The Act has been amended on multiple occasions, with particularly significant changes taking effect between 2021 and 2024 to align Polish law with the evolving standards of the Financial Action Task Force (FATF) and the requirements of the EU AML/CFT legislative package.

 

For foreign investors entering the Polish market – and in particular for entities planning to operate in AML-regulated sectors – a thorough understanding of Polish KYC/AML requirements is an essential prerequisite for lawful and compliant business operations. This article provides a comprehensive overview of the key obligations, procedures and legal risks associated with the AML/KYC regime in Poland, with particular emphasis on the perspective of foreign entities.

 

Legal Framework of AML/KYC Regulation in Poland

The AML Act and Its Key Principles

The AML Act of 2018, as repeatedly amended, provides the comprehensive legal basis for the system of counteracting money laundering and terrorist financing in Poland. Its architecture rests on several fundamental pillars: defining the catalogue of obliged entities, imposing on them extensive customer due diligence obligations, introducing requirements for the identification of beneficial owners, establishing the obligation to report suspicious transactions, and designating specialised supervisory authorities responsible for oversight and enforcement.

 

The Act is built around a risk-based approach, meaning that the intensity of the customer due diligence measures applied should be proportionate to the identified level of money laundering and terrorist financing risk associated with a specific customer, type of business relationship or transaction. This approach, which represents the standard developed by the FATF and adopted in EU AML directives, places significant responsibility on obliged entities to correctly identify, assess and manage risk.

The Role of Supervisory Authorities – GIIF and Sectoral Supervisors

The central institution of the Polish AML system is the General Inspector of Financial Information (Generalny Inspektor Informacji Finansowej – GIIF), functioning as Poland’s national Financial Intelligence Unit (FIU). The GIIF operates within the structure of the Ministry of Finance and is responsible for receiving and analysing reports of suspicious transactions and cash transfers, cooperating with foreign financial intelligence units, maintaining registers required under the AML Act, and issuing interpretations and guidance on the application of AML provisions.

 

Alongside the GIIF, sectoral supervisory authorities play a key role in monitoring compliance with AML obligations. The Polish Financial Supervision Authority (Komisja Nadzoru Finansowego – KNF) supervises financial institutions, banks, insurance companies, investment fund management companies and other capital market participants. The National Bar Council (Krajowa Izba Radców Prawnych), the Polish Bar Council (Naczelna Rada Adwokacka) and the National Council of Notaries (Krajowa Rada Notarialna) supervise the respective legal professions. The GIIF directly supervises entities including currency exchange operators and crypto-asset service providers that are not subject to other sectoral supervisors.

The EU AML Package – An Outlook for 2025–2026

Polish AML law is undergoing significant changes in connection with the adoption of the EU’s new AML/CFT legislative package, comprising the AML Regulation (AMLR), the Sixth AML Directive (AMLD6) and the regulation establishing the Anti-Money Laundering Authority (AMLA) with its seat in Frankfurt. The AMLR, which will apply directly in member states without the need for national implementation, will harmonise the catalogue of obliged entities, tighten customer due diligence requirements and expand beneficial ownership identification obligations. Businesses operating in Poland should monitor legislative developments and prepare to align their internal procedures with the new requirements, which will gradually take effect from 2027 onwards.

 

The Catalogue of Obliged Entities

Entities Subject to the AML Regime in Poland

The AML Act specifies a closed catalogue of obliged entities, imposing on them extensive procedural and documentary requirements. However, this catalogue is broad enough to cover a very diverse range of entities, including financial institutions such as banks, national payment institutions, insurance undertakings and investment fund management companies, as well as other financial market participants. AML obligations also apply to real estate sector entities, that is, real estate agents and entities accepting cash payments of at least EUR 10,000. Obliged entities further include tax advisers, statutory auditors and accounting firms providing certain services to clients, as well as notaries and lawyers carrying out activities covered by the Act.

 

The catalogue additionally includes entities engaged in currency exchange services, including physical exchange offices and online currency exchange platforms. The AML Act covers entrepreneurs accepting or making cash payments equal to or exceeding EUR 10,000, irrespective of the nature of their business. An important expansion of the catalogue was the inclusion of crypto-asset service providers – entities providing virtual currency exchange services and cryptocurrency custody services.

Assessing Obliged Entity Status for Foreign Entities

Foreign investors conducting business in Poland through capital companies, branches or representative offices must carry out a careful assessment of whether their activities qualify them as obliged entities under the Polish AML Act. The status of an obliged entity gives rise to very specific procedural and documentary obligations, and failure to fulfil them creates a risk of administrative sanctions. The assessment should take into account the nature of the services provided, the legal form of the business, the geographical scope of the clients served and the type of transactions conducted.

 

Customer Due Diligence Measures and KYC Procedures

The Scope and Nature of Customer Due Diligence Measures

Customer due diligence (CDD) measures constitute the primary mechanism for verifying client identity and assessing AML risk. The AML Act distinguishes three levels of CDD, the application of which depends on the identified level of risk: simplified due diligence (SDD), standard due diligence and enhanced due diligence (EDD). The selection of the appropriate level of CDD must be justified by a risk assessment and properly documented in each case.

 

Standard customer due diligence comprises four key components. First, identifying the customer and verifying their identity on the basis of documents or information obtained from credible and independent sources. Second, identifying the beneficial owner and taking reasonable measures to verify their identity. Third, assessing the business relationship and, where necessary, obtaining information on the purpose and intended nature of that relationship. Fourth, ongoing monitoring of the client’s business relationship, including scrutinising transactions conducted within that relationship.

Customer Identification and Identity Verification

The KYC procedure – Know Your Customer – is the practical implementation of the obligation to identify and verify the identity of customers. For natural persons, identity verification involves obtaining identifying data (name, nationality, date and place of birth, PESEL number or date of birth, series and number of the identity document) and verifying this data on the basis of an identity document or data from credible, independent sources. The AML Act permits identity verification to be carried out remotely, using a qualified electronic signature certificate, a trusted profile, or through video identification – which is particularly significant for institutions serving foreign clients.

 

The identification of legal persons – companies, foundations, associations and other organisational units – requires establishing, among other things, the entity’s name, organisational form, registered office and address, tax identification number (NIP) or equivalent number assigned in the country of registration, and the details of the beneficial owner. For foreign entities, it is necessary to obtain registration documents from the country of incorporation, which often requires engaging foreign correspondents or accessing online registries available in other EU member states.

Enhanced Due Diligence

Enhanced due diligence (EDD) applies where a higher level of risk has been identified. The AML Act specifically enumerates situations in which the application of EDD is mandatory: establishing a business relationship or conducting a transaction with a customer who is a politically exposed person (PEP) or their close associate; transactions involving third countries identified by the European Commission as high-risk; transactions whose purpose or effect is to conceal the identity of the customer or beneficial owner; and any case in which the obliged entity identifies a higher risk level in its own internal assessment.

 

Under EDD, the obliged entity should obtain additional information about the customer and beneficial owner, including information on the source of wealth and the source of funds used in the transaction, conduct enhanced ongoing monitoring of the business relationship, and – in the case of a PEP – obtain the approval of senior management for establishing or continuing the business relationship. These requirements are particularly significant for financial institutions serving clients with a political profile or connected to higher-risk jurisdictions.

Simplified Due Diligence

Simplified due diligence measures may only be applied when the obliged entity has identified a lower level of money laundering and terrorist financing risk in relation to specific customers, products, services or distribution channels. The AML Act contains an indicative list of lower-risk factors that may justify the application of SDD; however, the decision must always be based on the entity’s own risk assessment and properly documented. The application of SDD does not mean a complete waiver of CDD – the obliged entity remains required to identify the customer and beneficial owner, but the scope and intensity of the measures taken may be reduced.

 

Beneficial Ownership – Identification and the Central Register

The Concept of Beneficial Ownership

The correct identification of the beneficial owner (Ultimate Beneficial Owner – UBO) is one of the most important and practically challenging obligations arising from the AML regime. The AML Act defines a beneficial owner as any natural person who exercises direct or indirect control over a customer through rights arising from legal or factual circumstances that enable them to exert a decisive influence on the actions or activities undertaken by the customer.

 

In the case of legal persons, a beneficial owner is any natural person who directly or indirectly holds more than 25% of the total votes in the governing body of the customer, or more than 25% of the shares, stocks or profit interests. Where identification of the beneficial owner on the basis of ownership or voting criteria is not possible or does not yield definitive results, it is necessary to identify persons who exercise control through other factual or legal rights. As a last resort, where no natural person can be identified as a beneficial owner, the natural person holding the most senior management position is treated as the beneficial owner.

The Central Register of Beneficial Owners (CRBR)

Poland has established the Central Register of Beneficial Owners (Centralny Rejestr Beneficjentów Rzeczywistych – CRBR), a public register maintained by the Ministry of Finance, to which information on the beneficial owners of entities registered in the National Court Register (KRS) must be entered. The obligation to register in the CRBR applies to general partnerships, limited partnerships, limited joint-stock partnerships, limited liability companies, joint-stock companies (except listed companies), simple joint-stock companies, professional partnerships, foundations and associations registered in the KRS.

 

Entries in the CRBR are made free of charge through the Ministry of Finance’s IT system. The deadline for making the initial entry following registration in the KRS is 14 days, and any changes must be updated within 14 days of the change occurring. Responsibility for the accuracy of the data entered in the CRBR lies with the entity obliged to make the submission, and failure to comply carries a financial penalty of up to PLN 1,000,000. For foreign investors creating corporate structures in Poland, updating CRBR data with every group restructuring is an obligation of fundamental practical importance.

Verification of Beneficial Ownership by Obliged Entities

Obliged entities are required to verify information on the beneficial owners of their customers, including by reference to data contained in the CRBR. At the same time, the regulations do not exempt obliged entities from conducting their own assessment and verification – CRBR data constitutes one source of information, but is not the sole basis for identifying a beneficial owner. Where there are discrepancies between the data declared by the customer and the data disclosed in the CRBR, the obliged entity is required to document those discrepancies and, in justified cases, to notify the Ministry of Finance.

 

Risk Assessment – Institutional and Client Level

Institutional Risk Assessment

Every obliged entity is required to develop, implement and regularly update an assessment of the money laundering and terrorist financing risks associated with its business activities. This assessment – sometimes referred to as an institutional or sectoral assessment – should take into account the types of customers with whom the entity establishes business relationships, the products and services offered and their distribution channels, as well as the geographical areas of operation. The risk assessment should be prepared in documentary form, taking into account the findings of the national risk assessment prepared by the GIIF and the supranational risk assessment prepared by the European Commission.

Client and Transaction Risk Assessment

At the level of the relationship with a specific customer, the obliged entity is required to carry out a risk assessment in relation to that customer and the business relationship being established. This assessment should take into account risk factors relating to the customer, such as their PEP status, country of origin, nature of their business, ownership structure and history of the relationship with the institution. The client risk assessment should be documented and updated throughout the duration of the business relationship, particularly when circumstances arise that suggest a change in the risk profile.

 

The catalogue of risk factors includes both lower-risk and higher-risk factors. Higher-risk factors listed in the AML Act include, among others: customers who are PEPs or their close associates, business relationships or transactions connected with third countries identified as high-risk, transactions of an unjustified or unusually complex nature, entities operating in sectors historically associated with higher AML risk (arms trading, art dealing, real estate transactions given their scale), and customers who cannot be present in person when establishing a business relationship.

 

Reporting Obligations and Disclosures to the GIIF

Suspicious Transaction Reports

The fundamental reporting obligation of obliged entities is to promptly notify the GIIF of circumstances that may indicate a suspicion of money laundering or terrorist financing. The notification should be prepared in the form prescribed by implementing regulations and submitted via the GIIF’s IT system. Importantly, the reporting obligation is independent of the customer’s intent – the obliged entity is required to report whenever justified grounds arise, without needing to hold evidence of an actual crime being committed.

 

The AML Act contains a prohibition on disclosing to the customer or third parties information about a suspicious transaction report submitted to the GIIF. This prohibition, known as the tipping off ban, is designed to preserve operational confidentiality and protect the integrity of any investigative proceedings. Violation of the tipping off ban constitutes a criminal offence. Obliged entities should therefore implement internal procedures for handling information about submitted reports, restricting access to such information to only those individuals who strictly need it.

Reporting Threshold Transactions

Obliged entities are required to register threshold transactions, meaning cash transactions with a value equal to or exceeding EUR 15,000, or several cash transactions that appear to be linked and collectively reach the EUR 15,000 threshold. The registration obligation applies to all such transactions, regardless of any risk assessment related to the customer or transaction. Data on threshold transactions must be retained by the obliged entity for five years and made available on request to the GIIF or other authorised authorities.

Transaction Suspension and Account Blocking

An obliged entity has both the right and the obligation to suspend a transaction or block an account where it has formed a reasonable suspicion that the transaction being carried out or the funds held are connected with money laundering or terrorist financing. Suspension of a transaction takes effect for the period necessary to obtain a resolution from the GIIF, which may issue an order to suspend the transaction or block the account for up to 96 hours. In cases where there is a reasonable suspicion of a money laundering offence, the GIIF may apply to the prosecutor for a longer precautionary measure.

 

Internal AML Procedure – Obligation to Develop and Implement

Mandatory Elements of the Internal AML Procedure

Every obliged entity is required to develop and implement an internal anti-money laundering and counter-terrorist financing procedure. This procedure should reflect the specific nature of the entity’s business and the identified level of risk. Its minimum content includes: the actions and measures taken to mitigate money laundering and terrorist financing risk, the rules for applying customer due diligence measures, the rules for documenting risk assessments and the CDD measures applied, and the rules for retaining documents and information.

 

The procedure must also regulate the rules for employees to report actual or potential violations of AML regulations to a designated senior officer, the rules for protecting employees making such reports, and the rules for fulfilling GIIF notification obligations. The obliged entity must designate a senior officer responsible for implementing the AML procedure – typically referred to as a Compliance Officer or AML Officer – and information on their appointment should be communicated to the relevant supervisory authority.

Employee AML Training

The AML Act imposes on obliged entities an obligation to ensure that employees receive regular training on anti-money laundering and counter-terrorist financing legislation. Training should cover applicable regulations, identification of suspicious transactions, reporting procedures and the consequences of non-compliance. The frequency and content of training should be tailored to the employee’s role and responsibilities. Documentation of training completed forms part of the records required by law and may be inspected in the course of regulatory reviews.

Anonymous Whistleblowing Channel

Obliged entities meeting the employment thresholds specified in the regulations are required to implement an anonymous channel for reporting AML violations by employees and other persons who interact with the entity in a professional capacity. This channel should guarantee the confidentiality of the reporting person’s identity and provide protection against retaliation by the employer. The provisions in this area correspond to the whistleblower protection regulations arising from the implementation of the EU Whistleblower Protection Directive (2019/1937).

 

Sanctions for Violation of AML Provisions – Administrative and Criminal Liability

Administrative Sanctions

The AML Act provides for an extensive catalogue of administrative sanctions, imposed by the relevant supervisory authorities for violations of anti-money laundering and counter-terrorist financing regulations. The most serious sanctions include: a financial penalty of up to twice the benefit obtained by the obliged entity as a result of the violation or – where it is not possible to determine that amount – up to EUR 1,000,000; for financial and credit institutions, the financial penalty may amount to up to 10% of annual turnover as shown in the last approved financial statements, or the equivalent of EUR 5,000,000, whichever is higher.

 

In addition to financial penalties, supervisory authorities have other enforcement tools at their disposal, including: withdrawal of licences to conduct regulated activities, banning individuals responsible for violations from holding management positions, public disclosure of information about the entity and the nature of the violation, and ordering the cessation of certain activities. Supervisory practice – in particular that of the KNF in relation to financial institutions – indicates growing enforcement activity in the AML area and a readiness to impose substantial penalties for identified irregularities.

Criminal Liability

The AML Act, in conjunction with the provisions of the Polish Penal Code, establishes a system of criminal liability for offences related to money laundering and terrorist financing. The offence of money laundering carries a custodial sentence of between 6 months and 8 years, and where committed as part of an organised criminal group or involving property of significant value, a custodial sentence of between 1 and 10 years. Criminal liability applies not only to the perpetrators of the predicate offence, but also to persons who violate AML regulations – for example by facilitating a suspicious transaction or breaching the tipping off prohibition.

 

AML/KYC Specifics for Foreign Investors in Poland

Requirements When Incorporating and Opening Bank Accounts

Foreign investors establishing companies in Poland must account for the KYC requirements imposed by banks and other financial institutions both at the time of opening accounts and throughout the ongoing business relationship. KYC procedures applied by Polish banks to newly established entities with foreign ownership are generally more extensive than those applied to domestic entities. Banking institutions typically require the presentation of full corporate documentation, identity documents of beneficial owners, information on the sources of business financing and descriptions of the planned business operations.

 

Particular scrutiny is applied to structures involving entities registered in jurisdictions listed as non-cooperative territories or as third countries high-risk under AML regulations. The presence of entities registered in such jurisdictions within the ownership structure of a Polish company may result in a refusal to open an account or the imposition of enhanced due diligence measures by the bank. It is therefore advisable for foreign investors planning to enter the Polish market to consult with a legal adviser on their planned ownership structure prior to its implementation.

Corporate Groups – Group Standards vs. Polish Requirements

For multinational corporate groups, a particular challenge is harmonising internal AML/KYC standards applicable across the group with the requirements arising from the Polish AML Act. Requirements applicable to obliged entities belonging to corporate groups include the obligation to apply group-wide policies and procedures, provided they are at least as stringent as Polish AML regulations. Where group standards are less restrictive than Polish requirements, the Polish entity is required to comply with Polish law.

 

The issue of intra-group information flows for AML purposes is particularly significant. The Polish AML Act permits the exchange of information on customers, transactions and suspicious transaction reports between entities belonging to the same corporate group, subject to certain conditions. At the same time, data protection regulations (GDPR) impose additional requirements on the cross-border transfer of data within a group, necessitating the development of appropriate legal frameworks for such transfers.

Virtual Asset Service Providers (VASPs)

A specific area in which foreign investors should pay particular attention to Polish AML regulations is the crypto-asset sector. Polish law has imposed registration requirements and a full AML regime on virtual asset service providers (VASPs), equivalent to the obligations applicable to financial institutions. The VASP register is maintained by the Director of the Regional Tax Administration Chamber in Katowice, and providing services in Poland without being registered constitutes a criminal offence. For foreign entities planning to provide crypto-asset services to Polish clients, it is essential to analyse whether their activities qualify for the Polish registration requirement.

 

Conclusions and Practical Recommendations

The AML/KYC regime in Poland creates a complex and dynamically evolving set of regulatory obligations, non-compliance with which exposes businesses to serious legal and reputational consequences. Effective compliance requires a systemic approach based on a thorough risk assessment, the implementation of appropriate internal procedures and the provision of regular employee training.

 

For foreign investors entering the Polish market, the primary step should be a careful analysis of whether the planned activity qualifies them as an obliged entity under the Polish AML Act. If so, it is necessary to develop comprehensive AML documentation – including an institutional risk assessment, KYC procedures and internal guidelines on handling suspicious transactions – as well as to complete any registrations and notifications required by law. Equally important is ensuring that CRBR data is kept up to date with every change in ownership structure.

 

From a strategic perspective, building a culture of AML compliance within the organisation – through regular employee training, the implementation of technology tools supporting transaction monitoring and client verification (RegTech), and maintaining an ongoing dialogue with supervisory authorities – is an investment that protects businesses from the risk of sanctions and builds trust with both clients and business partners. Professional legal advice on AML/KYC matters, reflecting the current state of regulations and the practice of supervisory authorities, is an indispensable element for any organisation operating on the Polish market as an obliged entity.

 

ABOUT ATL LAW

ATL Law is a law firm specialising in comprehensive legal services for foreign investors on the Polish market. We offer multilingual advisory services (Polish, English, German) in the areas of tax law, corporate law, transfer pricing and employment law. We support our clients at every stage of their entry into the Polish market – from selecting the optimal legal structure, through ongoing compliance services, to representation in tax and court proceedings. We have extensive experience in implementing comprehensive AML/KYC procedures, including the preparation of risk assessments, internal procedures and representation before the GIIF and sectoral supervisory authorities.

www.atl-law.pl | office@atl-law.pl

R&D Tax Relief In Poland – for Foreign Investors

Posted on by kancelaria

How to Effectively Deduct Research and Development Costs

A Practical Guide for Entrepreneurs and Foreign Investors | ATL Law 2026

 

The Strategic Value of the R&D Tax Relief

The research and development tax relief, commonly referred to as the R&D relief, stands as one of the most valuable tax optimisation instruments available under Polish law. Its mechanism allows taxpayers – both corporate income tax (CIT) payers and individual entrepreneurs subject to personal income tax (PIT) – to deduct qualifying costs of research and development activities a second time, directly from the tax base. In practice, this creates the possibility of effectively doubling the tax value of innovation expenditure, and in the case of entities holding the status of a research and development centre, the effective deduction may reach or even exceed one hundred percent of costs incurred.

From the perspective of foreign investors considering Poland as a location for innovation-driven activities, the R&D relief constitutes a genuine competitive advantage. The Polish tax framework, built on the foundations of Article 18d of the CIT Act and Article 26e of the PIT Act, positions Poland among the more generous jurisdictions within the European Union. At the same time, the complexity of documentation requirements, the precise statutory definition of qualifying activities, and the tax risk associated with incorrect classification of expenditure mean that effective implementation of the relief demands careful legal analysis and a strategic approach to tax planning.

This article provides a comprehensive overview of the legal and practical aspects of the R&D relief under the regulatory framework applicable in 2026, with particular attention paid to the perspective of foreign entities conducting or considering innovation activities on Polish territory.

 

Defining Research and Development Activities Under Tax Law

The foundational challenge in implementing the R&D relief is correctly identifying whether the activities conducted by a taxpayer meet the statutory definition of research and development. Both the CIT Act and the PIT Act refer in this regard to the Act of 20 July 2018 on Higher Education and Science, defining R&D activities as creative work encompassing scientific research or development work, undertaken in a systematic manner with the aim of increasing the stock of knowledge and using that stock of knowledge to create new applications.

Scientific Research – Scope of the Concept

Polish regulations distinguish between two types of scientific research relevant to the R&D relief. Basic research covers empirical or theoretical work conducted primarily to acquire new knowledge about the foundations of phenomena and observable facts, without any direct commercial application in view. Considerably more common in business practice is the second type – applied research, comprising work aimed at acquiring new knowledge and skills, oriented towards developing new products, processes or services, or introducing significant improvements to existing ones.

Tax authorities and administrative courts consistently emphasise that the novelty of a technological solution is assessed relative to the knowledge already possessed by the taxpayer, not on a global scale. This means that even implementing a solution already existing on the market, provided it is new to a given enterprise and requires the company to conduct its own research, may qualify as research and development activity. The jurisprudence of the Supreme Administrative Court confirms this liberal interpretation, which materially broadens the circle of potential relief beneficiaries.

Development Work – Specifics of Classification

Development work encompasses activities involving the acquisition, combination, shaping and utilisation of currently available knowledge and skills – including in the field of IT tools and software – for the purposes of production planning and the design and creation of modified, improved or new products, processes or services, with the express exclusion of activities consisting of routine and periodic changes to such products, processes or services, even where those changes constitute improvements.

The exclusion concerning routine and periodic changes carries substantial practical significance. Tax authorities frequently challenge the eligibility of work consisting of standard maintenance of IT systems, software updates required by regulatory mandates, or service activities performed according to repeatable procedures. The boundary between work of a routine character and research and development activity can be difficult to draw with precision, requiring case-by-case analysis that takes into account the full factual circumstances of each individual project.

For entities in the IT sector, which represent a significant segment of relief beneficiaries, the critical distinction lies between creating new software or functionality and maintaining existing systems. Software development that involves solving technological problems for which no ready-made solution exists and requires the company to conduct its own conceptual and implementation work generally qualifies for the relief. By contrast, handling service requests, installing vendor-supplied updates, or migrating data according to established procedures falls outside its scope.

The Requirements of Creativity and Systematic Conduct

The statutory definition of R&D activity contains two qualitative conditions whose fulfilment is necessary for activity to be recognised as qualifying. The first – creativity – means that the work conducted must have an original and non-repetitive character, constituting the product of the intellectual effort of its authors. This condition is interpreted broadly and does not require the work to result in an invention or other protected intellectual property right; it is sufficient that the activities go beyond the reproductive reproduction of known patterns.

The requirement of systematic conduct means, in turn, that research and development activity must be carried out in an organised, planned and continuous manner, rather than as a one-off, incidental undertaking. In practice, this necessitates the existence of documented project management processes, work schedules, allocated human and material resources, and progress monitoring mechanisms. The absence of adequate organisational documentation is one of the most frequent grounds on which tax authorities challenge the right to the relief during tax audits.

 

Qualifying Costs – Scope and Limitations

The essence of the R&D relief lies in the ability to deduct qualifying costs from the tax base a second time, after they have already been recognised as tax-deductible expenditure. The catalogue of qualifying costs is exhaustive in nature, meaning that only expenditure expressly enumerated in Article 18d of the CIT Act or Article 26e of the PIT Act is eligible for deduction, regardless of how closely any given cost is connected with the R&D activities carried out.

Employment Costs and Remuneration

The most significant category of qualifying costs comprises amounts payable under the heads listed in Article 12(1) of the PIT Act, paid to employees engaged in research and development activities, together with social security contributions financed by the employer. Qualifying costs include basic salaries, bonuses, overtime pay and other components of remuneration, provided their payment is linked to the performance of R&D tasks.

The legislation clearly provides that the qualifying portion of remuneration is limited to the part corresponding to the time actually devoted by an employee to research and development activity as a proportion of their total working time in a given month. In practice, this requires the maintenance of time records for employees engaged in R&D projects, broken down between activities related to R&D and other professional duties. Such records should take a form that allows verification by tax authorities and should form an integral part of the documentation supporting the right to deduction.

A separate matter concerns the treatment of remuneration paid to individuals engaged under civil law contracts – contracts of mandate or contracts for specific work. The legislation expressly permits such amounts, together with associated social security contributions, to be recognised as qualifying costs, but only in respect of natural persons who directly carry out R&D activities. By contrast, remuneration paid to entities conducting business activity – including self-employed persons operating under so-called B2B arrangements – does not constitute a qualifying cost.

Materials and Raw Materials Directly Related to R&D

The costs of acquiring materials and raw materials directly related to the research and development activities conducted represent the second significant category of qualifying costs. The condition of a direct link to R&D requires that the relevant materials or raw materials be actually consumed in the course of R&D work, rather than merely providing indirect support for its conduct. Tax authorities verify compliance with this condition by examining technical project documentation, warehouse records and material consumption protocols.

Within this category one may also identify the costs of acquiring specialised equipment that does not constitute a fixed asset, used directly in R&D activities. An important qualification applies to equipment that does constitute a fixed asset – in that case, the qualifying cost is represented solely by depreciation charges, but only to the extent that the fixed asset in question is actually used in research and development activities. The proportionate allocation of depreciation charges to R&D requires the development and consistent application of an adopted allocation key, which must be appropriately documented.

Expert Opinions, Advisory Services and Research

The costs of obtaining expert opinions, advisory services and equivalent services, as well as the results of scientific research, provided or carried out under a contract by a scientific entity, constitute a further category of qualifying costs. The critical restriction within this category is that the service provider must be a scientific entity within the meaning of the Higher Education and Science Act – meaning a university, research institute, institute of the Polish Academy of Sciences, or the Łukasiewicz Centre or an institute operating within it. The costs of equivalent services obtained from commercial entities do not as a rule qualify for deduction, which represents a significant limitation for enterprises collaborating with external technology partners operating in the form of commercial law companies.

Depreciation of Research Equipment and Intangible Assets

Taxpayers may include among qualifying costs depreciation charges on fixed assets and intangible assets used in the R&D activities conducted, with the exception of passenger cars and structures, buildings and premises constituting separate ownership. In relation to intangible assets – including in particular intellectual property rights – the deduction of depreciation costs is of fundamental importance for technology-sector entities investing in patent protection or in licences for technologies used in their R&D activities.

It is worth noting that in the case of scientific and research equipment, full depreciation charges may be included without any obligation to proportionally limit them to the portion used in R&D, provided the equipment is wholly dedicated to that activity. In practice, this requires a precise determination of the actual scope of use of specific assets and appropriate documentation of that fact.

Qualifying Costs and Special Economic Zone Activity

The legislation expressly excludes from the R&D deduction those qualifying costs that have already been deducted from the tax base by the taxpayer or have been reimbursed to the taxpayer in any form. This applies in particular where a taxpayer simultaneously avails of both the R&D relief and the IP Box preference in relation to the same costs, although the legislation does provide a mechanism for the complementary application of both preferences. Similarly, costs financed by state aid or grants cannot be included in the R&D deduction to the extent they have been covered by external funding.

Particular attention must be paid to entrepreneurs conducting activities in special economic zones or on the basis of support decisions issued under the Polish Investment Zone scheme. Costs attributable to activity covered by a zone exemption or an exemption under a support decision cannot constitute qualifying R&D costs to the extent they relate to income exempted from taxation. Entities benefiting from multi-layered tax preferences must therefore implement precise cost segregation and revenue allocation mechanisms to preserve their entitlement to the R&D relief in respect of activities that remain subject to taxation.

 

Deduction Amounts and the R&D Centre Regime

The general rules of the R&D relief allow a deduction from the tax base of one hundred percent of qualifying costs incurred. This means that a taxpayer who has incurred qualifying costs, recognised them as tax-deductible expenditure (thereby reducing taxable income), is entitled to an additional deduction of the same amount from the tax base, effectively doubling the tax value of those expenditures.

The legislature has provided enhanced deduction limits for taxpayers holding the status of a research and development centre, granted under the Act of 30 May 2008 on Certain Forms of Support for Innovative Activities. R&D centres are entitled to deduct one hundred and fifty percent of qualifying costs, and in relation to employment costs this limit rises to two hundred percent. In practice, this means that every zloty of qualifying employment expenditure actually incurred generates an additional tax deduction equal to a second zloty, which at a CIT rate of nine or nineteen percent translates into a real reduction of the tax liability.

Where the value of qualifying costs exceeds the income earned by the taxpayer in a given tax year, the right to deduction is not forfeited. The unused portion may be carried forward and deducted over the following six tax years immediately succeeding the year in which the taxpayer utilised or was entitled to utilise the deduction. This provision is of particular importance for entities in the phase of intensive R&D investment preceding the commercialisation of research results, which often report losses or low income in their early years of operation.

 

Documentation Obligations – The Foundation of Safe Relief Application

The correct application of the R&D relief requires the maintenance of documentation at three levels: strategic, operational, and financial-tax. Only the cumulative fulfilment of requirements at all three levels provides the taxpayer with full tax security in the event of a potential audit.

Documentation of Research and Development Activity

At the strategic level, the taxpayer should hold documents confirming that the activities carried out meet the statutory definition of research and development activity. In practice, such documentation typically encompasses descriptions of R&D projects containing a justification of their innovative character, identification of the research or technological problem the project is intended to solve, a description of the research methodology employed, and the aim and scope of the planned work. These documents should be prepared on an ongoing basis rather than retrospectively, as their credibility is assessed by tax authorities also through the lens of the date of their preparation.

At the operational level, time records for employees engaged in the conduct of R&D projects are of critical importance. The form of such records is not strictly prescribed by legislation, but they should enable the unambiguous attribution of individual employees’ working time to specific projects and the distinction of R&D work from other professional duties. Monthly time-keeping summaries, signed by employees and their supervisors, represent a standard form of such records accepted by tax authorities. It is recommended that records be maintained at a minimum on a weekly basis, which allows for a precise demonstration of the proportion of time devoted to R&D activity.

Segregated Accounting Records for Qualifying Costs

Article 9(1b) of the CIT Act imposes on taxpayers availing of the R&D relief an obligation to maintain separately identified accounting records for research and development costs. This identification must be made within the current bookkeeping records, not merely in extra-accounting summaries prepared for the purposes of the tax settlement. In practice, this necessitates adapting the chart of accounts to the requirements of R&D cost identification, which typically involves creating dedicated analytical accounts for individual projects or categories of qualifying costs.

The records must permit verification of the correctness of the deduction by tax authorities through a direct connection between items in the tax return and entries in the accounting books and source documents. Failure to observe the obligation of accounting segregation results in the loss of the right to the relief, as confirmed repeatedly by the jurisprudence of administrative courts. The implementation of appropriate accounting procedures should therefore represent one of the first steps in preparing to take advantage of the relief.

Individual Tax Ruling as a Risk Management Tool

Given the significant tax risk associated with classifying activity as research and development, taxpayers considering the R&D relief for the first time or in connection with new categories of activity should consider applying for the issuance of an individual tax ruling under Article 14b of the Tax Ordinance Act. An individual tax ruling provides the taxpayer with legal protection, eliminating the risk of a tax arrears and interest assessment where tax proceedings subsequently reveal that the position adopted was incorrect.

An application for a ruling should contain a precise description of the existing state of affairs or the anticipated future event, encompassing a detailed characterisation of the R&D activity conducted, the structure of costs incurred and the manner of their identification within the accounting records. The quality and completeness of the description has a direct bearing on the scope of protection afforded by the ruling – a ruling protects only in respect of the factual circumstances described in the application. For this reason, the assistance of a tax adviser experienced in obtaining rulings on R&D relief matters is strongly advisable when preparing an application.

 

Filing the R&D Relief in Practice – Tax Return and Form CIT/BR

The deduction of qualifying costs under the R&D relief is effected at the stage of the annual tax return. For CIT taxpayers, the deduction is declared in the CIT/BR attachment to the CIT-8 return, which constitutes a detailed specification of the types and values of qualifying costs being deducted. The CIT/BR form requires information on the number of employees conducting R&D activities, the value of their remuneration constituting a qualifying cost, the values of other qualifying cost categories, and the total deduction amount.

An important principle is that the taxpayer makes the deduction within the limits of income earned – the relief cannot give rise to a tax loss. Where annual income is lower than the sum of qualifying costs eligible for deduction, the surplus is carried forward in accordance with the six-year carry-forward rule. During the tax year, the taxpayer has the possibility of taking the anticipated R&D deduction into account when calculating advance income tax payments, which can lead to a significant improvement in cash flow for entities investing intensively in research and development activity.

Particular attention should be paid to the possibility of a cash refund for taxpayers commencing their activities – so-called start-ups. The legislation provides for the right to obtain a cash refund of unused R&D relief by taxpayers in the first and second tax years of their operations, which constitutes significant financial support for young enterprises in the phase of intensive R&D expenditure preceding the generation of sales revenue.

 

R&D Relief and IP Box – Synergistic Application of Tax Preferences

A particularly effective tax strategy available to entities generating income from qualifying intellectual property rights is the joint application of the R&D relief and the IP Box preference, provided for in Article 24d of the CIT Act. The IP Box preference enables the taxation of income from qualifying IP – such as patents, copyrights to computer programs, utility models, and plant variety rights – at a preferential tax rate of five percent of the tax base.

The mechanism for the joint application of both preferences operates as follows: the taxpayer first deducts qualifying costs under the R&D relief from general income, and then applies the five percent rate to IP income calculated using the nexus ratio. This approach has been confirmed in individual tax rulings issued by the Director of the National Tax Information Service, who has on numerous occasions confirmed the permissibility of simultaneously applying both preferences, provided no double deduction of the same costs occurs.

The correct implementation of both preferences requires careful design of the transfer pricing policy in the case of capital groups, and the implementation of precise accounting records enabling the segregation of revenues, costs and assets associated with individual qualifying IP. Practical experience demonstrates that the combined effective tax rate on innovation income may, under this model, be reduced to a few percent, which makes Poland an attractive location for entities in the technology and pharmaceutical sectors.

 

Perspective of Foreign Investors – Specific Aspects of Relief Application

Foreign investors conducting research and development activities in Poland through Polish capital companies may fully avail of the R&D relief on the same terms as domestic entities, provided the Polish company is a CIT taxpayer and carries out qualifying R&D activity at its own economic risk. An important caveat applies where a Polish company provides R&D services to its parent company or another related foreign entity – in such a case, the assessment of the right to the relief requires analysis of whether the economic risk of the work conducted actually rests with the Polish entity.

In the practice of multinational groups, this issue is closely connected with the transfer pricing policy. Where a Polish company conducts R&D activity as a contract research performer, with the economic risk and economic ownership of research results residing with the parent company or a central group entity, tax authorities may challenge the right of the Polish company to apply the R&D relief. The ability to take full advantage of the relief is considerably stronger where the Polish company holds the status of a fully-fledged R&D principal that conducts research at its own risk and holds the rights to the results of that work.

Attention should also be drawn to the regulations on tax documentation in controlled transactions. The costs of R&D services provided by a Polish company to related entities must be priced in accordance with the arm’s length principle, and transactions exceeding the statutory thresholds require the preparation of local transfer pricing documentation. Combining the R&D relief with a strategy based on the IP Box preference and the transfer of qualifying IP within a group requires an integrated legal and tax approach and careful planning of both transaction structure and the remuneration policy.

 

Conclusions and Practical Recommendations

The R&D tax relief remains one of the most significant tax preferences available under Polish tax law, offering genuine tax savings to entities actively investing in innovation. Its effective and secure application requires the fulfilment of a range of substantive and formal requirements, and the neglect of any one of them may result in the right to deduction being challenged and the necessity of paying outstanding tax together with interest.

The fundamental prerequisite is the correct identification and documentation of research and development activity conducted by the taxpayer, which requires an in-depth understanding of the statutory classification criteria and the established interpretive line adopted by tax authorities and administrative courts. Equally important is the correct segregation of qualifying costs within the accounting records and the ongoing maintenance of time records for employees engaged in R&D activity.

From a strategic perspective, taxpayers should consider a comprehensive approach to intellectual property management, encompassing not only the R&D relief but also the IP Box preference, patent protection and an appropriate structure for the rights to the results of R&D work. The synergistic application of available preferences, supported by careful documentation and professional tax advisory services, allows for a material reduction in the effective tax burden while fully preserving legal certainty.

 

ABOUT ATL LAW

ATL Law is a law firm specialising in comprehensive legal services for foreign investors on the Polish market. We offer multilingual advisory services (Polish, English, German) in the areas of tax law, corporate law, transfer pricing and employment law. We support our clients at every stage of entry into the Polish market – from selecting the optimal legal structure, through ongoing compliance assistance, to representation in tax and court proceedings. We have extensive experience in implementing the R&D relief and the IP Box preference, including in obtaining individual tax rulings to secure the application of these preferences.

www.atl-law.pl  |  office@atl-law.pl

Cost of running business in Poland in 2026

Posted on by kancelaria

A Comprehensive Guide for Entrepreneurs and Foreign Investors

ATL Law | February 2026

Poland remains one of the most dynamic markets in Central Europe, attracting both domestic entrepreneurs and foreign investors. However, operating a business in Poland comes with a set of mandatory costs that have undergone significant changes in 2026. Rising ZUS social security contributions, updated tax thresholds, an increased minimum wage, and the rollout of the mandatory National e-Invoice System (KSeF) are the key factors shaping the financial landscape for businesses in Poland.

This article provides a comprehensive overview of all costs associated with running a business in Poland in 2026 – from statutory public-law obligations, through employment costs, to operational and administrative expenditure. It is essential reading for those planning to establish a business as well as for those seeking a rigorous financial analysis of their existing operations under the new regulatory framework.

1. Social Security Contributions (ZUS) – The Core Burden for Sole Traders

Social security and health insurance contributions represent the largest fixed obligation for every sole trader (JDG – jednoosobowa dzialalnosc gospodarcza) in Poland. In 2026, these charges have reached a record high, and the steep upward trend observed since 2021 is a growing concern across the business community.

1.1. Contribution Base in 2026

Under the 2026 State Budget Act, the projected average monthly wage in the national economy is PLN 9,420. The base for calculating standard ZUS social security contributions – set at 60% of this figure – has reached PLN 5,652 in 2026, directly translating into higher monthly liabilities for all sole traders.

1.2. Full ZUS Contributions (“Standard ZUS”) – 2026

Type of Contribution

Rate (%)

Monthly Amount (PLN)

Pension (Emerytalna)

19.52%

PLN 1,103.06

Disability (Rentowa)

8.00%

PLN 452.16

Sickness – voluntary (Chorobowa)

2.45%

PLN 138.47

Accident (Wypadkowa)

1.67%

PLN 94.39

Labour Fund (Fundusz Pracy)

2.45%

PLN 138.47

TOTAL social contributions

—

PLN 1,926.76

Health insurance (min.)

9% / 4.9%

PLN 432.54 (min.)

TOTAL (standard ZUS + min. health)

—

≈ PLN 2,359.30

Important: Over just six years (2021–2026), monthly ZUS contributions have increased by nearly 93% – from PLN 998 to over PLN 1,926. This translates into an additional annual burden of over PLN 3,200 compared to the previous year.

1.3. Health Insurance – Differentiation by Tax Form

The health insurance contribution in 2026 is linked to the chosen form of taxation. From 2026, the contribution base equals 100% of the minimum wage (PLN 4,806), setting the minimum monthly contribution at PLN 432.54 – an increase of PLN 117.58 compared to 2025.

  • General tax scale: Health contribution = 9% of income. Minimum: PLN 432.54/month (from February 2026). No deduction from tax.
  • Flat-rate tax (19%): Health contribution = 4.9% of income, minimum PLN 432.54/month. Partial deduction allowed – annual cap of PLN 14,100.
  • Lump-sum tax on revenue (Ryczalt): Fixed contribution in three brackets depending on annual revenue: up to PLN 60,000 / PLN 60,000–300,000 / above PLN 300,000.

1.4. Preferential Rates for New Businesses

  1. Start-up relief (first 6 months): Only health insurance applies – no social security contributions.
  2. Preferential ZUS (next 24 months): Social contributions calculated on 30% of the minimum wage = PLN 1,441.80. Total: approx. PLN 456.19/month (excl. health insurance).
  3. Small ZUS Plus: For businesses with annual revenue below PLN 120,000 – contributions proportional to income, available for up to 36 months.

2. Tax Obligations – PIT, CIT and Lump-Sum Tax

The choice of taxation form has a fundamental impact on the overall cost of running a business. In 2026, tax brackets and the tax-free allowance remain unchanged from the previous year; however, changes in health insurance significantly affect the effective tax burden.

2.1. Personal Income Tax (PIT) – Available Forms of Taxation

Tax Form

Rate

Advantages

Disadvantages

Progressive tax scale

12% / 32%

PLN 30,000 tax-free allowance, numerous deductions

Higher rates above PLN 120,000 income

Flat-rate income tax

19% (flat)

Stable rate regardless of income level

No tax-free allowance, limited deductions

Lump-sum tax on revenue

2%–17% of revenue

Simplified records, low rates for IT and services

No deductible business costs

2.2. Key Tax Thresholds in 2026

  • Tax-free allowance: PLN 30,000 (unchanged from 2025)
  • Second PIT bracket (32%): Income above PLN 120,000 (unchanged)
  • VAT exemption threshold: PLN 240,000 (raised from PLN 200,000 in 2025) – one of the key changes of 2026
  • Full accounting obligation: Revenue above PLN 10,646,500 – mandatory full bookkeeping
  • Small taxpayer limit (CIT/VAT): EUR 2,000,000 (converted at the NBP exchange rate)

2.3. Corporate Income Tax (CIT) for Companies

  • Standard CIT rate: 19% of income
  • Small CIT (small taxpayers and new companies): 9% – for companies with revenue below EUR 2 million
  • Estonian CIT: Effective tax rate of 10% (small taxpayers) or 20% (others) – subject to specific structural requirements
  • ATL Law Advisory: The choice between a sole tradership (JDG) and a limited liability company (sp. z o.o.) should consider not only the headline tax rate but the total fiscal burden – including ZUS contributions, dividend taxation and personal liability exposure. For many foreign investors, a sp. z o.o. operating under the Estonian CIT regime may prove significantly more advantageous.

3. Employment Costs in 2026

Employment is one of the most significant cost drivers for any business. In 2026, the increase in the minimum wage and the accompanying rise in employer-side ZUS contributions mean that the true cost of maintaining an employee substantially exceeds the figure stated in the employment contract.

3.1. Minimum Wage and Minimum Hourly Rate

  • Minimum monthly wage: PLN 4,806 gross (an increase of PLN 140, i.e. +3% compared to 2025) – effective from 1 January 2026
  • Minimum hourly rate: PLN 31.40 gross (for civil law contracts and B2B contracts with natural persons)
  • Net take-home pay at minimum wage: approx. PLN 3,605.85 (after employee ZUS contributions and 12% PIT advance)

3.2. Total Employment Cost – Employee at Minimum Wage

Cost Component

Monthly Amount (PLN)

Gross salary (contract)

PLN 4,806.00

Employer pension contribution (9.76%)

PLN 469.07

Employer disability contribution (6.50%)

PLN 312.39

Accident insurance (1.67%)

PLN 80.26

Labour Fund (2.45%)

PLN 117.75

FGSP – Employee Benefit Guarantee Fund (0.10%)

PLN 4.81

TOTAL EMPLOYER COST (excl. PPK)

PLN 5,790.28

Including employer PPK contribution (+1.5%)

PLN 5,862.37

This breakdown illustrates a key principle: the actual cost to the employer exceeds the gross contractual salary by over 20%. For companies employing multiple staff, this differential has a material impact on the overall payroll budget.

3.3. Employer Obligations Beyond Salary

  • Mandatory medical examinations: Pre-employment and periodic checks – cost borne by the employer; typically PLN 150–300 per employee initially, PLN 100–200 annually for periodic checks.
  • Health and Safety (BHP) training: Mandatory for all employees engaged under an employment contract.
  • Employee Capital Plans (PPK): Basic employer contribution of 1.5% of salary is mandatory following PPK implementation. Additional voluntary contribution up to 2.5% is permitted.
  • Severance pay and compensation: Governed by the Labour Code; severance payments may amount to between 1 and 3 monthly salaries.

4. VAT and the National e-Invoice System (KSeF) – New Obligations in 2026

2026 brings one of the most significant reforms in Polish tax administration – the mandatory implementation of the National e-Invoice System (Krajowy System e-Faktur, KSeF) for all active VAT taxpayers. This is a systemic change with far-reaching operational and technological consequences for businesses operating in Poland.

4.1. KSeF Implementation Timeline

  • 1 February 2026: KSeF becomes mandatory for large enterprises whose revenue in 2024 exceeded PLN 200 million.
  • 1 April 2026: KSeF becomes mandatory for all remaining active VAT taxpayers, regardless of legal form or company size.

4.2. Practical Implications of KSeF

Under KSeF, every sales invoice must be issued, transmitted and archived within the Ministry of Finance’s central IT platform. The tax authority gains real-time visibility into all commercial transactions. For foreign-owned companies, this requires integration of Polish IT systems with the central platform or the use of KSeF-certified software.

KSeF implementation costs: Integration of an ERP or invoicing system with KSeF typically involves a one-off cost of several to tens of thousands of PLN, depending on the scale of operations and the existing software infrastructure.

4.3. VAT Rates and Subjective Exemption

  • Standard VAT rate: 23%
  • Reduced rates: 8% (construction services, catering, tourism), 5% (basic foodstuffs, e-books), 0% (exports, intra-EU supplies)
  • VAT subjective exemption: From 1 January 2026, the threshold has been raised to PLN 240,000 of annual revenue (from PLN 200,000 in 2025). A significant relief for small service-based businesses.

5. Operational and Administrative Costs

Beyond statutory obligations, running a business in Poland involves a range of regular operational and administrative costs. Their level varies depending on the industry, location and business model, but every entrepreneur should account for them in their budget planning.

5.1. Accounting and Legal Services

  • Accounting firm (sole trader / simplified bookkeeping): PLN 200–600/month for straightforward service businesses.
  • Accounting firm (sp. z o.o., full bookkeeping): PLN 600–2,500/month – the sector is experiencing a specialist shortage, which is systematically driving up prices.
  • Legal advisory (retainer): PLN 500–3,000/month depending on scope – compliance, contracts, employment law.
  • Tax advisor: PLN 200–300/hour or a fixed monthly retainer.
  • Payroll and HR administration: PLN 30–80 per employee per month.

5.2. Registered Office and Workspace

  • Virtual office (registered address): PLN 100–500/month – a popular solution for start-ups and remote-first businesses.
  • Office space rental: Warsaw city centre: EUR 18–30/m2/month; Krakow, Wroclaw: EUR 12–22/m2/month; smaller cities: EUR 8–16/m2/month.

5.3. Software and Digital Tools

  • ERP/CRM system: PLN 300–5,000/month (SaaS subscriptions) or a one-off implementation cost of PLN 20,000–500,000.
  • Invoicing software (KSeF-certified): PLN 50–500/month.
  • Microsoft 365: approx. PLN 60–120 per user per month.
  • Cybersecurity and backup: PLN 200–2,000/month depending on company size.

5.4. Business Insurance

  • Third-party liability (OC): PLN 200–2,000 per year (varies by industry and coverage amount).
  • Property and equipment insurance: PLN 300–5,000 per year.
  • Directors and Officers (D&O) insurance: PLN 2,000–30,000 per year – recommended for sp. z o.o. with a multi-member management board.

6. Business Registration Costs

The process of establishing a business in Poland is relatively inexpensive. A sole tradership (JDG) is registered free of charge through the CEIDG online system. Capital companies, however, involve certain mandatory expenditure.

6.1. Sole Tradership (JDG)

  • CEIDG registration: Free of charge (online or in person at the municipal office).
  • Tax identification (NIP) and statistical number (REGON): Assigned automatically.
  • Business bank account: PLN 0–50/month in account maintenance fees.

6.2. Limited Liability Company (Sp. z o.o.)

  • Minimum share capital: PLN 5,000.
  • KRS court registration fee: PLN 500 (online registration via S24 portal).
  • Notary fee (for articles of association in notarial deed form): PLN 750–2,000 (may be avoided by registering through S24 using a standard template).
  • Publication in the Court and Commercial Gazette (MSiG): approx. PLN 100–300.
  • VAT registration: Free of charge.

6.3. Simple Joint-Stock Company (Prosta Spolka Akcyjna – P.S.A.)

  • Minimum share capital: PLN 1.
  • Registration fee: PLN 250 (via S24).

7. Transfer Pricing – Obligations for Related Entities

For foreign investors operating in Poland as part of a capital group, transfer pricing regulations are of particular relevance. In 2026, the current documentation thresholds remain in force, while the tax authorities are deploying increasingly sophisticated analytical tools to scrutinise intra-group transactions.

7.1. Documentation Thresholds in 2026

  • Tangible goods and financial transactions: Local file required for transactions with related parties exceeding PLN 10 million per year.
  • Services and other transactions: Documentation required for transactions exceeding PLN 2 million per year.
  • Master file: Required for entities belonging to a group with consolidated revenue of at least PLN 200 million.
  • Country-by-Country Reporting (CbCR): Required for groups with consolidated revenue exceeding EUR 750 million.

7.2. Transfer Pricing Compliance Costs

Preparing local transfer pricing documentation (local file) typically costs PLN 5,000–30,000 per year, depending on the number and complexity of transactions. For companies conducting multiple types of transactions with foreign related parties, comprehensive documentation may exceed PLN 100,000 annually.

ATL Law provides comprehensive transfer pricing services – from benchmarking analysis and preparation of local file and master file documentation, to support during tax audits. Contact our specialists to protect your business from transfer pricing exposure.

8. Cost Summary – Scenarios for Different Business Profiles

The following table presents estimated monthly costs of running a business in Poland in 2026 for three typical business profiles.

Cost Category

Sole Trader – Freelancer

Sole Trader + 2 Employees

Sp. z o.o. + 5 Employees

ZUS (owner/shareholder)

≈ PLN 2,360

≈ PLN 2,360

n/a (CIT)

Employment costs (contracts)

—

≈ PLN 11,580

≈ PLN 28,950

Accounting and HR

PLN 300

PLN 700

PLN 1,800

Registered office / workspace

PLN 200

PLN 600

PLN 3,000

Software and IT

PLN 300

PLN 500

PLN 2,000

Insurance

PLN 100

PLN 200

PLN 700

ESTIMATED MONTHLY TOTAL

≈ PLN 3,260

≈ PLN 15,940

≈ PLN 36,450

Figures in the above table are indicative and may vary depending on industry, location, tax form and cost policy. For sp. z o.o., only current operating costs are shown; CIT advance payments are not included.

9. Cost Optimisation Strategies for 2026

The rising cost of doing business in Poland does not necessarily translate into lower profitability. A number of fully lawful mechanisms are available to rationalise and optimise costs effectively.

  • Choice of legal entity: For sole traders earning above PLN 150,000 per year, converting to a sp. z o.o. and drawing remuneration at an optimal level can significantly reduce the combined tax and social security burden.
  • Tax form selection: A comparative analysis of the progressive scale, flat-rate tax and lump-sum tax should be conducted annually. In 2026, the reduced ability of flat-rate taxpayers to deduct health contributions has altered existing calculations.
  • Estonian CIT: For qualifying sp. z o.o. entities, the effective tax rate may be substantially lower than the standard rate.
  • R&D Relief (Ulga B+R): Allows deduction of up to 200% of qualifying research and development costs; particularly advantageous for technology companies.
  • Operating lease: Fixed assets under an operating lease are fully deductible as a business expense, optimising the taxable base.
  • Accounting automation and KSeF integration: Investment in modern software delivers a rapid return through reduced manual processing costs.

10. Summary and Outlook

2026 marks another year of systematic cost increases for businesses operating in Poland. Record ZUS contributions, a higher minimum wage and mandatory KSeF create new challenges for entrepreneurs. At the same time, the raised VAT exemption threshold (to PLN 240,000) and a range of tax optimisation tools provide space to manage costs proactively.

For foreign investors entering the Polish market, a thorough pre-investment analysis is essential – one that covers the full spectrum of costs, from registration and ongoing operational expenditure to tax obligations and compliance requirements. Poland remains an attractive market in terms of location, workforce quality and access to the EU single market – but success requires precise financial planning and sound legal structuring.

ATL Law provides comprehensive legal and tax advisory services for foreign investors operating in Poland. Our multilingual teams (PL/EN/DE) deliver full support at every stage of doing business in Poland – from selecting the right legal structure and handling transactional matters, to ongoing regulatory compliance.

Legal Notice: This article is for informational purposes only and does not constitute legal or tax advice. All figures are based on the legal framework as of February 2026. For individual legal or tax advice, please contact ATL Law.

Real Estate Acquisition by Foreigners in Poland: Ministry Permit Requirements

Posted on by kancelaria

Poland’s dynamic real estate market continues to attract growing interest from foreign investors, entrepreneurs, and individuals seeking a stable European base. Whether purchasing residential property, commercial premises, or land for business development, foreign nationals must understand the legal framework governing real estate acquisition in Poland — including when a permit from the Ministry of the Interior and Administration (Ministerstwo Spraw Wewnętrznych i Administracji, MSWiA) is required and how to obtain one.

This guide provides a comprehensive overview of the applicable regulations, exemptions, permit procedures, and practical considerations for foreign investors navigating the Polish real estate market.

 

1. The Legal Framework: Act on Acquisition of Real Estate by Foreign Nationals

The primary legal act governing real estate transactions by foreign nationals is the Act of 24 March 1920 on the Acquisition of Real Estate by Foreign Nationals (Ustawa z dnia 24 marca 1920 r. o nabywaniu nieruchomości przez cudzoziemców, consolidated text: Journal of Laws 2017, item 2278, as amended). Although its roots date back over a century, the Act has been extensively amended to reflect Poland’s EU membership and evolving market realities.

Under Article 1(1) of the Act: “Acquisition of real estate by a foreign national requires a permit. The permit is issued, by way of an administrative decision, by the minister competent for internal affairs, if the Minister of National Defence does not object, and in the case of agricultural real estate, if the minister competent for rural development also does not object.”

Acquisition of real estate is broadly defined to include both the transfer of ownership and the granting of the right of perpetual usufruct (prawo użytkowania wieczystego), arising from any legal event — including purchase, gift, inheritance, and company contributions in kind.

An acquisition of real estate in violation of the Act’s provisions is null and void. Courts may declare the transaction invalid at the request of competent local authorities (mayor, county executive, marshal of a voivodeship, or regional governor) or at the request of the MSWiA minister.

 

2. Who Qualifies as a ‘Foreign National’?

For the purposes of the Act, a ‘foreign national’ (cudzoziemiec) means:

  • a natural person who is not a Polish citizen;
  • a legal entity established abroad;
  • a company without legal personality, established abroad, whose members include the above;
  • a legal entity or company without legal personality established in Poland that is directly or indirectly controlled by foreign nationals — i.e., where foreigners hold shares/votes exceeding a defined threshold or can appoint the majority of the management or supervisory board.

 

This last category is particularly important for foreign-owned companies registered in Poland: even a Polish-registered company may be subject to the permit requirement if it is ultimately controlled by non-EU/EEA foreign shareholders.

 

⚠️ Post-Brexit Note

From 1 January 2021, UK citizens and UK-incorporated businesses are treated as third-country nationals under the Act. Unless they qualify for a specific exemption (e.g., as beneficiaries of the Withdrawal Agreement), they must obtain a permit from MSWiA before acquiring real estate in Poland.

 

3. When Is a Permit Required?

As a general rule, any foreign national who wishes to acquire real estate in Poland must obtain an administrative permit from the Minister of the Interior and Administration. The most common scenarios requiring a permit include:

  • A non-EU/EEA national purchasing a plot of land, house with land, commercial property, or any real estate situated in a border zone (strefa nadgraniczna).
  • A non-EU/EEA national purchasing an apartment where the transaction involves co-ownership of land beneath a multi-unit building (most purchase-of-apartment transactions).
  • A UK national (post-Brexit) wishing to acquire land or property in Poland who does not benefit from an exemption.
  • A foreign-controlled Polish company acquiring real estate in Poland, where the foreign interest is directly or indirectly determinative.
  • Any foreign national acquiring agricultural or forestry land (subject to additional consent from the Minister of Agriculture and Rural Development).

4. Exemptions: When Is a Permit Not Required?

Article 8 of the Act provides a number of important exemptions. Where an exemption applies, a permit is not needed, and the transaction may proceed directly before a notary. The key exemptions include the following categories.

4.1 EU/EEA and Swiss Nationals

Citizens and entrepreneurs of EU/EEA Member States and Switzerland are generally exempt from the permit requirement, with two notable exceptions: acquisition of agricultural and forestry land, and acquisition of a ‘second home’ (drugie mieszkanie). These exceptions applied for transitional periods following Poland’s accession to the EU (12 years for agricultural/forestry land and 5 years for second homes), which have now expired. As a result, EU/EEA and Swiss nationals today enjoy near-unrestricted access to the Polish real estate market.

4.2 Long-Term Residents and Permanent Residence Holders

A foreign national who has resided in Poland for at least 5 years following the grant of a permanent residence permit (zezwolenie na pobyt stały) or an EU long-term resident permit (zezwolenie na pobyt rezydenta długoterminowego UE) does not require a permit. This is a significant pathway for long-term residents from non-EU countries, including nationals from Ukraine, the United States, and other non-EEA states.

4.3 Spouses of Polish Citizens

A foreign national who is married to a Polish citizen and has held a permanent residence permit or EU long-term resident permit in Poland for at least 2 years is exempt from the permit requirement, provided the property to be acquired will form part of the statutory joint marital estate (wspólność ustawowa małżonków).

4.4 Corporate Inheritance and Restructuring

The Act also provides exemptions for certain acquisitions by foreign-controlled companies in the course of statutory mergers, demergers, or transformations, as well as acquisitions of shares or stocks in companies holding real estate where the change of control does not result in the acquisition of the right to use the property.

4.5 Important Limitation: Border Zones and Agricultural Land

The exemptions listed above do NOT apply to real estate located in the border zone (strefa nadgraniczna — typically a strip of land along Poland’s state borders, approximately 15 km wide) or to agricultural land exceeding 1 hectare. For such properties, a permit is required regardless of the nationality or residence status of the acquirer.

 

Acquirer Category Permit Required? Key Conditions
EU/EEA or Swiss citizen No (generally) Agricultural/forestry land may be subject to additional rules
Non-EU/EEA national (individual) Yes Unless long-term resident or married to Polish citizen (with conditions)
UK national (post-Brexit) Yes (generally) Unless covered by Withdrawal Agreement exemption
Foreign-controlled Polish company Yes Based on control/ownership thresholds
Any foreigner — border zone property Yes (always) No exemption applies to border zone real estate
Any foreigner — agricultural land >1 ha Yes Also requires consent of Minister of Agriculture

 

5. The Permit Application Procedure

Where a permit is required, the application must be submitted to the Minister of the Interior and Administration before the transaction is concluded. The procedure is administrative in nature and governed by the Code of Administrative Procedure (Kodeks postępowania administracyjnego).

5.1 Content of the Application

A correctly prepared application must include the following information:

  • Full personal details of the applicant (name, surname, date and place of birth, nationality, address; or in the case of a legal entity: name, registered address, business activity, names of management board members, and details of all shareholders).
  • Description of the real estate to be acquired: location, land register number, area, and legal status.
  • Legal basis for the acquisition (e.g., purchase agreement, gift, inheritance).
  • Purpose of the acquisition (residential, business, agricultural).
  • Demonstration of ties with the Republic of Poland (więzi z Rzecząpospolitą Polską) — see Section 5.2 below.
  • Declaration of currently owned real estate in Poland (if applicable).

5.2 Demonstrating Ties with Poland

For natural persons, the applicant must demonstrate circumstances confirming ties with Poland. These may include:

  • A valid residence card (karta pobytu) or permanent residence permit;
  • A marriage certificate confirming marriage to a Polish citizen;
  • Civil status documents confirming Polish ancestry;
  • Documentation confirming actual economic activity conducted in Poland;
  • The Polish Card (Karta Polaka) issued by the relevant authority.

The nature and weight of these ties will influence the Minister’s assessment of the application. Applications from foreign nationals with strong, demonstrable links to Poland — such as long-term residence, employment, family connections, or business operations — are generally processed more favourably.

5.3 Required Documents

The application must be accompanied by the following documents (submitted in original or as copies certified by a notary or by a legal adviser, advocate, or tax adviser acting as attorney in fact):

  • Valid identity document of the applicant (passport or equivalent) — submitted as a certified copy only;
  • Documents confirming ties with Poland (as described above);
  • Preliminary purchase agreement (umowa przedwstępna) or other document confirming the intent to acquire;
  • Extract from the land and mortgage register (odpis z księgi wieczystej) for the property;
  • Extract and cartographic sketch from the land register (wypis i wyrys z rejestru gruntów);
  • Extract from the local spatial development plan (plan miejscowy) or, where unavailable, a planning decision (warunki zabudowy);
  • For legal entities: a current extract from the relevant commercial register (KRS);
  • All documents issued in a foreign language must be accompanied by a certified translation (tłumaczenie przysięgłe) prepared by a sworn translator listed in the register maintained by the Minister of Justice.

5.4 Electronic Submission

As of 1 January 2025, public entities deliver official correspondence — including correspondence in permit proceedings — via the Public Registered Electronic Delivery Service (Publiczna Usługa Rejestrowanego Doręczenia Elektronicznego, PURDE) or, where electronic delivery is unavailable, via the Public Hybrid Service (Publiczna Usługa Hybrydowa, PUH). Applications may be submitted electronically via ePUAP or e-Doręczenia, provided that all required documents are submitted in original or as certified copies.

Two natural persons may submit a joint application only if they are spouses. Co-purchasers who are not married to each other must submit separate applications.

5.5 Stamp Duty

The applicable stamp duty (opłata skarbowa) for the issuance of a permit is PLN 1,570. This amount must be paid to the account of the Municipal Office of the Capital City of Warsaw (Urząd m.st. Warszawy), regardless of where the property is located. If the permit is not ultimately issued (e.g., because the acquisition does not proceed), the applicant is entitled to a refund of the stamp duty upon submitting a relevant request to the Mayor of Warsaw.

6. The Minister’s Assessment and the Role of Other Ministries

The Minister of the Interior and Administration does not issue a permit automatically upon receipt of a complete application. The Minister must assess whether the acquisition poses a threat to the defence, national security, public order, or social policy of Poland (Article 1a of the Act).

The Minister is required to seek the opinion of:

  • The Ministry of National Defence (Ministerstwo Obrony Narodowej) — in all cases;
  • The Ministry of Agriculture and Rural Development (Ministerstwo Rolnictwa i Rozwoju Wsi) — in cases involving agricultural real estate.

If either of these ministries objects, the permit cannot be issued. In practice, objections are relatively rare but do occur — particularly in sensitive geographic locations or where the proposed use of agricultural land raises concerns.

The Minister also takes into account whether the acquisition serves the foreigner’s living needs (e.g., purchasing a family home) or constitutes a business or investment decision. For residential acquisitions, the area of real estate must not exceed 0.5 hectares. For business or agricultural purposes, the area should be proportionate to the actual operational needs.

 

7. Timeline and Processing Considerations

📋 Statutory vs. Practical Processing Times

The Code of Administrative Procedure provides that administrative proceedings should be resolved within 2 months from the date of filing a complete application. In practice, however, the Ministry of the Interior and Administration frequently exceeds this deadline due to the volume of applications and the need to obtain inter-ministerial opinions. Realistic processing times range from 3 to 6 months for straightforward cases, and may extend to 9–12 months for complex applications involving agricultural land, border zone properties, or foreign-controlled companies.

 

Applicants are advised to plan their real estate transactions accordingly. Preliminary purchase agreements (umowy przedwstępne) should include a condition precedent (warunek zawieszający) making the final transaction contingent on the receipt of the MSWiA permit, along with a realistic long-stop date.

If the Ministry fails to issue a decision within the statutory period, the applicant may lodge an appeal for inactivity (ponaglenie) to the competent administrative court, or file a complaint with the Voivodeship Administrative Court (Wojewódzki Sąd Administracyjny).

 

8. Consequences of Non-Compliance

Any acquisition of real estate by a foreign national without the required permit is null and void by operation of law (bezwzględna nieważność czynności prawnej). Courts may declare invalidity at the request of relevant local authorities or the MSWiA minister. Such a declaration has retroactive effect: the parties are restored to the position they were in before the transaction, and no rights are transferred to the purported acquirer.

Beyond the civil law consequences, foreign nationals and their advisers should be aware that notaries have an obligation to verify the permit status before proceeding with any notarial deed involving real estate. A notary who concludes a transaction in violation of the Act may face professional sanctions and civil liability.

 

9. Acquisition of Shares in Companies Holding Real Estate

The Act extends its scope to indirect real estate acquisitions: a foreign national who acquires shares or stocks in a Polish company that owns real estate or holds the right of perpetual usufruct to real estate may also be required to obtain a permit. The obligation arises where the acquisition confers on the foreign national a controlling interest in the company.

For companies not listed on a regulated market, a permit is generally required where the foreign national’s shareholding will exceed 50% of votes at a shareholders’ or general meeting. For companies listed on a regulated stock exchange within the EEA, the threshold is higher.

This provision is of particular relevance to foreign investors acquiring Polish operating companies through share deals rather than asset deals, and should be assessed as part of any M&A due diligence process involving Polish companies with real property assets.

 

10. Practical Guidance for Foreign Investors

Based on ATL Law’s experience advising foreign clients on real estate acquisitions in Poland, we recommend the following steps:

  • Conduct an early legal assessment to determine whether a permit is required. This should be carried out before signing any binding agreements.
  • Ensure the preliminary agreement (umowa przedwstępna) includes an appropriate condition precedent linked to the permit. The agreement should specify a realistic long-stop date and clear provisions on what happens if the permit is refused.
  • Prepare a comprehensive permit application. Incomplete applications are returned and delay the process. Invest time in assembling full documentation from the outset.
  • Commission certified translations of all foreign-language documents before submission. Translations must be prepared by sworn translators registered with the Polish Ministry of Justice.
  • Allow sufficient time. Do not commit to exchange of contracts or financing drawdown before the permit is received.
  • Consider using professional legal representation. A Polish attorney can prepare the application, correspond with the Ministry on your behalf, and respond efficiently to requests for supplementary information.
  • For corporate structures, assess whether the Polish entity through which the acquisition is made is ‘controlled’ by foreign nationals within the meaning of the Act. This analysis should inform both the investment structure and the deal timeline.

 

Conclusion

Poland’s regulatory framework for real estate acquisition by foreign nationals strikes a balance between openness to investment and protection of national interests. For most EU/EEA investors, the permit regime is not an obstacle. For investors from outside the European Economic Area — including nationals of the United States, the United Kingdom, Ukraine, and other countries — the permit procedure adds a layer of complexity that requires careful planning and expert legal support.

Understanding who needs a permit, when exemptions apply, and how to navigate the Ministry’s administrative process is essential to completing real estate transactions in Poland successfully and on schedule. ATL Law provides end-to-end advisory services for foreign nationals and companies investing in Polish real estate, from initial legal due diligence and permit applications through to notarial completion and post-acquisition compliance.

 

Need assistance with a real estate acquisition permit in Poland?

ATL Law provides comprehensive legal advisory services for foreign investors entering the Polish market. Our team of specialists assists clients with Ministry permit applications, real estate due diligence, corporate structuring, and notarial completion. We advise in Polish, English, and German.

📧 Contact ATL Law: office@atl-law.pl | 🌐 www.atl-law.pl

Polish Limited Liability Company: Online Registration vs. Notary?

Posted on by kancelaria

When you search “how to set up a Polish limited liability company,” nearly every guide points you in the same direction: the S24 online registration system. Fast, fully digital, no need to leave your home, at a fraction of the cost of a notary visit. Sounds like an obvious choice. The problem is that what seems obvious at the start often stops being obvious after a year or two of running the business.

As lawyers, we observe a recurring pattern. An entrepreneur sets up a company through S24 because that’s what friends, the accountant, and the internet recommended. A dozen months later, they come to our firm with a problem: they want to bring in a new shareholder, but on different terms than the existing ones. Or it turns out that one of the shareholders wants to sell their shares to someone the others don’t approve of. Or a shareholder dies and suddenly their heirs appear in the company. The solution? Amending the articles of association. At a notary’s office. For money that had to be spent anyway – except now with additional legal fees, because the situation has had time to get complicated.

The Myth of the Universal Solution

The S24 system was created to simplify procedures. And it does simplify them – but simplification comes at a price. The system offers ready-made templates that cover the most basic scenarios. If you’re setting up a single-member limited liability company or a simple two-shareholder company with equal shares and equal rights, where everyone contributes only cash – S24 will suffice.

The problem arises when your situation deviates from this template. And it deviates more often than you might think.

Take a simple example: two shareholders set up a company. One brings the idea, the contacts, and will manage the business day-to-day. The other contributes most of the capital but is meant to be a passive shareholder. Should they have equal rights? Probably not. The first one should have greater operational control; the second should have protection for their investment and clear exit rules if the business doesn’t go their way. You cannot draft such an agreement in S24.

What You Lose by Choosing a Template

The articles of association are not a formality to tick off. It’s a document that governs the relationships between shareholders for the entire duration of the company’s existence. The S24 template is silent on matters that often prove crucial.

You cannot establish preferential shares – neither regarding voting rights nor dividends. You cannot introduce effective restrictions on share transfers. Yes, the template allows you to indicate that transfer requires company consent, but it doesn’t allow you to specify detailed rules: pre-emption rights for remaining shareholders, price determination mechanisms, consequences for violating these rules.

You cannot regulate the inheritance of shares. Under a standard S24 agreement, a deceased shareholder’s shares go to their heirs – all of them, according to inheritance law. You might wake up one day as a co-shareholder with your former business partner’s spouse, children, and mother-in-law.

You also cannot provide for supplementary contributions that allow financing the company without increasing share capital. You cannot introduce a mechanism for compulsory redemption of shares in case of specific events. You cannot adapt the rules governing the management board to the specifics of your business.

The Question of Non-Cash Contributions

There’s another aspect that disqualifies S24 in many situations: through the system, you can only contribute cash.

If you want to contribute real estate, a vehicle, machinery, a trademark, a patent, know-how, shares in another company, or an entire enterprise to the company – you must go to a notary. No exceptions, no workarounds.

This is not a rare situation. Entrepreneurs often transform a sole proprietorship into a company and want to contribute the existing business assets. Or they join forces – one contributes capital, the other contributes workshop equipment or software rights. In such cases, S24 is ruled out from the start.

The Cost Calculation Nobody Does

Let’s say you set up a company through S24. You save about 1,000–1,500 PLN compared to setting up at a notary’s office. Two years later, it turns out you need to amend the articles of association – to introduce share transfer restrictions because an investor has appeared who requires this. You go to the notary, you pay for the amendment. But first, you pay a lawyer to prepare this amendment, because now the situation is more complex: the company is operating, has a history, obligations, perhaps unresolved issues between shareholders.

Total cost? Often many times what you saved at the beginning. Not counting the time, stress, and potential conflicts between shareholders who suddenly have to negotiate rules they should have established before setting up the company.

When S24 Makes Sense

We’re not claiming that S24 is a bad solution. It’s a bad solution applied thoughtlessly, as the default option for everyone. However, it works well when:

  • You’re setting up a single-member limited liability company and contributing cash. You have no shareholders, there’s nothing to negotiate.
  • You’re setting up a company with someone you fully trust and share an identical vision with, your shares are equal, you’re only contributing money, and you don’t foresee complicated scenarios in the future.
  • You need a company quickly – for example, for a specific project or tender – and you know you’ll be modifying its structure later anyway.
  • You’re testing a business idea and don’t want to invest in full legal services at the start, accepting the risk that some things will need to be fixed later.
  • Conclusion

“Fast and cheap” is a tempting slogan. But the decision about how to set up a company shouldn’t stem from what’s fastest and cheapest, but from what’s appropriate for your situation. A limited liability company is a tool – and you choose a tool for the task, not the other way around.

If your situation is simple, S24 will suffice. If you have shareholders, different types of contributions, development plans, potential investors, or simply want to be sure that the articles of association protect your interests – an hour’s conversation with a lawyer and a visit to the notary is an investment, not a cost.

Because the cheapest solution isn’t the one that costs the least at the beginning. It’s the one that costs the least over the entire period of running the business.

EU Blue Card in Poland in 2026

Posted on by kancelaria

What is the EU Blue Card?

The EU Blue Card is a temporary residence and work permit designed for highly qualified workers from outside the European Union. It serves as the EU equivalent of the American H-1B visa and aims to attract top specialists to work in EU member states.

In Poland, the EU Blue Card provides numerous benefits, including facilitated mobility within the EU after 12 months of residence, family reunification possibilities, and an accelerated path to permanent residence.

Salary Thresholds

A key requirement for obtaining the EU Blue Card is an appropriate salary level. The salary threshold is set at 150% of the average salary in the national economy as announced annually by the President of the Central Statistical Office (GUS).

Year Monthly threshold (gross) Basis (GUS average)
2024 PLN 10,733.22 PLN 7,155.48 (2023)
2025 (from 11.02.2025) PLN 12,272.58 PLN 8,181.72 (2024)
2026 (from 09.02.2026) PLN 13,355.34 PLN 8,903.56 (2025)

Source: GUS President’s Communiqué of February 9, 2026 on the average salary in the national economy in 2025.

Key Changes Since June 1, 2025

The amendment to the Act on Foreigners (Journal of Laws 2025, item 619) introduced significant facilitations for EU Blue Card holders:

Previous Rules New Rules (from 01.06.2025)
Contract for min. 12 months Contract for min. 6 months
Labour market test required (starosta opinion) Labour market test abolished
Employer change required permit modification Voivode notification within 15 business days (Art. 134)
Decision specified employer and position Decision only specifies min. 150% salary requirement (Art. 137)
Business activity prohibited SUPPLEMENTARY business activity permitted*

*Business activity may only serve as a supplement. The basis for the Blue Card must remain employment under an employment or civil law contract (Art. 15(4) of Directive 2021/1883).

Protection Period After Job Loss

According to Art. 133(1)(3) of the Act on Foreigners, the revocation decision cannot be issued earlier than:

Blue Card tenure Minimum period before revocation decision
Less than 2 years 3 months from initiation of proceedings
2 years or more 6 months from initiation of proceedings

Important: This is a procedural period during which authorities cannot issue a revocation decision. It is NOT a guaranteed legal stay period. The foreigner must immediately notify the voivode of job loss (Art. 134) and actively seek new employment meeting Blue Card requirements.

Requirements for Applicants

Professional Qualifications

Applicants must demonstrate high professional qualifications through a higher education diploma (minimum bachelor’s degree, at least 3 years of study) or at least 5 years of relevant professional experience at a comparable level in the given field.

Required Documents

The application must include: application on the official form, 4 recent photographs (35×45 mm), valid passport with copies of all pages, employment contract or civil law contract for minimum 6 months with specified salary, documents confirming qualifications (diploma or employment certificates for 5 years), annexes 1 and 2, proof of accommodation in Poland, and proof of health insurance (ZUS or private).

For regulated professions (doctor, nurse, architect, pharmacist, etc.), diploma nostrification and the right to practice in Poland are additionally required.

Application Procedure

Applications are submitted to the voivodeship office competent for the foreigner’s place of residence. Full digitization of procedures is planned for 2026; however, during the transition period, traditional document submission at the office may still be possible – it is advisable to verify current requirements with the specific voivodeship office.

Processing time typically ranges from a few weeks to several months, depending on the office and documentation completeness.

Benefits of Holding an EU Blue Card

The EU Blue Card offers numerous significant benefits: EU mobility after 12 months of legal residence (possibility to relocate to another member state), family reunification (spouse and minor children obtain residence permits with work rights without separate authorization), accelerated path to permanent residence (after 33 months or 21 months with Polish language proficiency at B1 level), equal work and salary conditions with Polish citizens, and the ability to leave the EU for up to 12 consecutive months without losing status.

Employer Obligations

Employers hiring EU Blue Card holders are obligated to: pay salaries exclusively in PLN through the Polish payroll system (bonuses, allowances, and benefits in kind do not count toward the threshold), register signed contracts before the foreigner starts work, notify authorities if the employee does not start work or leaves earlier than planned, and ensure comparable salary to Polish employees in analogous positions.

Summary

The reforms introduced in 2025 significantly simplified the procedure for obtaining and using the EU Blue Card in Poland. The abolition of the labour market test, shortened contract period requirements, and greater flexibility in changing employers make Poland a more attractive destination for highly qualified specialists from third countries. From February 9, 2026, a new salary threshold applies – PLN 13,355.34 gross per month (an increase of PLN 1,082.76 compared to 2025).

_______________________________________________

This article is for informational purposes only and does not constitute legal advice. For specific cases, please consult a qualified immigration attorney.

ATL Law – Your Partner in International Employment Compliance

KRS Registration in Poland in 2026 – Documents, Costs, Deadlines

Posted on by kancelaria

The National Court Register (Krajowy Rejestr Sądowy, KRS) serves as the central database of entities conducting business activities in Poland, as well as non-governmental organizations. Registration with the KRS is a mandatory step for commercial companies, foundations, associations, and other entities specified by law. The registration procedure requires submission of a complete set of documents, payment of appropriate fees, and compliance with statutory deadlines. In 2026, significant changes introduced at the end of 2025 are in effect, including the abolition of the requirement to publish entries in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy), which has substantially reduced registration costs.

This article presents the current legal framework regarding the registration of entities in the KRS, with particular emphasis on documentation requirements, fee amounts, and deadlines applicable to applicants and registration courts.

KRS Registration Modes

Since July 1, 2021, all applications to the KRS business register must be submitted exclusively electronically. Entrepreneurs can choose one of two available registration modes, which differ in scope of application, procedure, and fee amounts.

Traditional Mode via the Court Registers Portal

The traditional procedure is carried out through the Court Registers Portal (prs.ms.gov.pl) and covers all types of entities subject to entry in the KRS. In this mode, activities leading to the establishment of a company, such as executing the articles of association in notarial form, are performed outside the IT system. Subsequently, the applicant submits an electronic application along with the required attachments. The PRS system automatically retrieves notarial documents from the Central Repository of Electronic Copies of Notarial Deeds (CREWAN) upon providing the deed number.

S24 Mode – Simplified Registration

The S24 system enables rapid registration of selected legal forms using template agreements available in the IT system. This mode is available for general partnerships, limited partnerships, limited liability companies, and simple joint-stock companies. The advantages of the S24 procedure include lower court fees and shorter application processing times. However, it should be noted that template agreements are standardized and do not allow for all provisions that partners might wish to include in an individually drafted agreement.

Required Documents

The scope of documentation required for registration depends on the legal form of the entity being established. Below are detailed requirements for the most commonly chosen forms of business activity.

Limited Liability Company (Sp. z o.o.)

Registration of an LLC requires submission of an application on form KRS-W3 along with appropriate attachments. In the traditional mode, the base document is the articles of association executed in notarial form – it is sufficient to provide the document number in CREWAN, and the system will automatically retrieve its content. The application must include a list of shareholders signed by all management board members, containing the names (or company names) of shareholders and the number and nominal value of shares held by each.

A mandatory element of the application is a declaration by all management board members confirming that contributions to cover the share capital have been made in full by all shareholders. Each management board member must also provide written consent to appointment, unless their consent results from the notarial deed containing the articles of association or they sign the KRS application. Addresses for service of all management board members and a list of persons authorized to appoint the management board with their addresses are also required.

In the case of a single-member company, the documentation must include information that one shareholder holds all shares, along with their address for service. If a supervisory board or audit committee has been established, documents regarding the appointment of members of these bodies must be attached. If non-cash contributions (in-kind contributions) are made, this circumstance must be indicated in the application.

General Partnership and Limited Partnership

For partnership companies, the scope of required documentation is somewhat simpler. The basic document is the partnership agreement, which for a general partnership requires written form, while for a limited partnership notarial form is required. The application must include a list of partners containing their identification data (name or company name, PESEL number or KRS number, residential or registered address) and addresses for service. All partners must sign the registration application or grant appropriate power of attorney.

Associations and Foundations

Registration of an association requires submission of statutes adopted by the founding meeting, a list of founders containing their personal data and addresses, minutes of the founding meeting documenting the appointment of the association’s authorities, and resolutions on the election of the management board and internal control body. Foundations submit the foundation deed (founder’s declaration of will) executed in notarial form, the foundation’s statutes, and documents confirming the appointment of the foundation’s bodies.

Court Fees in 2026

A significant change effective from November 29, 2025, is the abolition of the requirement to publish KRS entries in the Court and Commercial Gazette. As a result, entrepreneurs no longer incur the publication fee that previously amounted to PLN 100. Current court fee rates in registration proceedings are as follows:

Type of Activity Traditional Mode S24 Mode
Registration in the business register PLN 500 PLN 250
Registration of association / foundation PLN 250 –
Amendment of entry in business register PLN 250 PLN 200
Deletion of entity from the register PLN 300 –
Acceptance of documents to registry files PLN 40 PLN 40
Entry in the insolvent debtors register PLN 300 –
Authentication of copy of statutes PLN 100 –

Court fees are paid to the account of the relevant registration court. When submitting applications through the Court Registers Portal or the S24 system, electronic payment is available directly in the system, eliminating the need to attach proof of transfer.

Deadlines in Registration Proceedings

Deadlines for Applicants

The Commercial Companies Code and the KRS Act specify deadlines within which entities are required to submit applications for entry. A limited liability company established in the traditional mode (at a notary) must be filed with the KRS within 6 months from the date of execution of the articles of association. Failure to meet this deadline results in dissolution of the company in organization. For companies established in the S24 system, this deadline is only 7 days.

Notification of any changes to data subject to entry in the register should be made within 7 days from the date of the event justifying the entry. This applies to changes in the composition of company bodies, amendments to the articles of association, changes to the registered address, and transfer of shares, among others. The obligation to submit financial documents to the repository arises within 15 days from the date of approval of the financial statements.

Deadlines for the Registration Court

Pursuant to Article 20a of the KRS Act, the registration court examines an application for entry no later than within 7 days from the date of its receipt. For companies established in S24 mode, this deadline is only 1 business day. However, it should be emphasized that these deadlines are instructional in nature, meaning that their exceeding does not cause direct procedural consequences for the applicant nor result in automatic entry.

In practice, the actual waiting time for entry may be longer and depends on the workload of the particular registration court. If the application contains formal deficiencies requiring supplementation, the 7-day period runs from the date of removal of the obstacle by the applicant. When examination of the case requires hearing participants or conducting a hearing, the deadline is extended to one month.

Activity Deadline
LLC filing with KRS (traditional mode) 6 months
Company filing with KRS (S24 mode) 7 days
Notification of data changes to KRS 7 days
Filing financial statements with RDF 15 days from approval
Court processing (traditional mode) 7 days (instructional)
Court processing (S24 mode) 1 day (instructional)
Processing requiring hearing 1 month

Practical Aspects of Registration

Electronic Document Format

All documents attached to the application should be prepared in electronic form and signed with a qualified electronic signature, trusted signature (trusted profile), or personal signature (e-ID). For documents originally prepared in paper form, scans may be attached; however, originals or officially certified copies must then be sent to the court within 3 days of submitting the application.

Alternatively, one may use the services of a notary who will prepare an electronically certified copy of the paper document, or an attorney-at-law or legal advisor authorized to certify documents. Such solutions eliminate the need to send paper documents to the court.

Entity Account in the PRS System

For some time now, entrepreneurs entered in the KRS can create an entity account in the Court Registers Portal. This account is used for communication with the registration court and allows for submission of procedural documents and receipt of court correspondence in one place. Creating an account is not mandatory; however, it can significantly streamline the management of registry matters, especially in entities with complex governance structures.

One-Stop-Shop Procedure

In 2026, the one-stop-shop mechanism continues to operate, whereby entrepreneur data entered in the KRS is automatically transmitted to other official registers. Following entry in the KRS, the entity’s basic data is forwarded to the Central Statistical Office (REGON number assignment), the tax office (NIP number assignment), and the Social Insurance Institution. The entrepreneur is only required to supplement additional data, such as bank account numbers or expected number of employees, via form NIP-8.

Summary

Registration with the National Court Register requires careful preparation of documentation and compliance with statutory deadlines. In 2026, this process has been simplified due to the abolition of the publication requirement in the Court and Commercial Gazette, reducing registration costs by PLN 100. Entrepreneurs can choose between the traditional procedure via the Court Registers Portal and the simplified S24 mode available for selected legal forms.

The key to efficient registration is the completeness and correctness of submitted documents. Formal deficiencies result in requests for supplementation and prolong the procedure. It is also worth remembering the statutory deadlines – both those applicable to applicants (7 days or 6 months depending on the mode) and the instructional deadlines for the court (7 days or 1 day for S24).

Entrepreneurs planning to establish a company or register another entity in the KRS should thoroughly familiarize themselves with the requirements appropriate to the chosen legal form and consider using professional legal support, especially in cases of atypical contractual provisions or complex ownership structures.

Professional Support for KRS Registration

Our law firm has extensive experience in comprehensive handling of the registration process of entities in the National Court Register. We provide services to both Polish entrepreneurs and foreign investors planning to commence business activities in Poland. We thoroughly understand the specifics of international transactions and the challenges faced by foreign-owned companies entering the Polish market.

Our team provides full support at every stage of the registration process – from selecting the optimal legal form and preparing incorporation documents, through submitting the KRS application, to obtaining entry and completing formalities with the tax office and Social Insurance Institution. For foreign clients, we offer services in English and assistance in understanding Polish legal and tax requirements.

We invite you to contact us – we will be happy to answer questions about company registration and help you smoothly complete the entire process.

Legal Basis

  • Act of August 20, 1997, on the National Court Register (consolidated text: Journal of Laws of 2025, item 869, as amended)
  • Act of September 15, 2000 – Commercial Companies Code (consolidated text: Journal of Laws of 2024, item 18, as amended)
  • Act of July 28, 2005, on Court Costs in Civil Matters (consolidated text: Journal of Laws of 2024, item 959, as amended)
  • Act of September 26, 2025, amending the Act on the National Court Register and certain other acts

Social Security Contributions (ZUS) for Entrepreneurs in Poland in 2026

Posted on by kancelaria

Updated: February 2026

The year 2026 brings further changes to social security and health insurance contributions for persons conducting business activity in Poland. The increase in the projected average remuneration to PLN 9,420 and the rise in the minimum wage to PLN 4,806 directly translate into higher contribution burdens. This study presents a detailed analysis of all contribution options available to entrepreneurs, taking into account various forms of taxation and available reliefs and preferences.

Contribution Assessment Bases in 2026

The amount of ZUS contributions for entrepreneurs is closely linked to two key macroeconomic indicators announced annually by the relevant state authorities. According to the Announcement of the Minister of Family, Labour and Social Policy of 19 November 2025 (Official Gazette item 1206), the projected average monthly remuneration in the national economy for 2026 has been set at PLN 9,420, representing an increase of 8.6% compared to the previous year. At the same time, pursuant to the Regulation of the Council of Ministers of 11 September 2025 (Journal of Laws item 1242), the minimum wage from 1 January 2026 amounts to PLN 4,806.

For the purpose of determining health insurance contributions for entrepreneurs using the lump-sum tax on recorded revenues, the key figure is the average monthly remuneration in the enterprise sector in the fourth quarter of the previous year. According to the Announcement of the President of the Central Statistical Office (GUS) of 22 January 2026, this figure for Q4 2025 amounted to PLN 9,228.64.

Indicator 2026 Value
Projected average remuneration PLN 9,420
Minimum wage PLN 4,806
Average remuneration in enterprise sector (Q4 2025) PLN 9,228.64
Contribution base – full ZUS (60% of average) PLN 5,652
Contribution base – preferential ZUS (30% of minimum) PLN 1,441.80

 

Full ZUS – Contributions for Standard Entrepreneurs

Pursuant to Article 18(8) of the Act of 13 October 1998 on the Social Insurance System (Journal of Laws of 2025, item 1461), entrepreneurs not covered by any reliefs pay contributions on a base of not less than 60% of the projected average remuneration, i.e. PLN 5,652 per month. The percentage rates for individual insurance types remain unchanged from previous years: pension insurance 19.52%, disability insurance 8%, sickness insurance 2.45% (voluntary contribution), accident insurance 1.67% (for payers registering no more than 9 persons for insurance), and Labour Fund 2.45%.

Insurance Type Rate Monthly Amount
Pension insurance 19.52% PLN 1,103.27
Disability insurance 8.00% PLN 452.16
Sickness insurance (voluntary) 2.45% PLN 138.47
Accident insurance 1.67% PLN 94.39
Labour Fund 2.45% PLN 138.47
TOTAL (excluding health contribution) 34.09% PLN 1,926.77

 

The total monthly burden from social contributions and the Labour Fund under full ZUS therefore amounts to PLN 1,926.77. Compared to 2025, when the analogous amount was PLN 1,773.98, this represents an increase of approximately PLN 153 per month, i.e. over PLN 1,830 annually. The health insurance contribution, the amount of which depends on the chosen form of taxation, must be added to this amount.

Preferential ZUS for Start-up Entrepreneurs

Pursuant to Article 18a of the Social Insurance System Act, persons commencing business activity may benefit from preferential ZUS contribution conditions for a period of the first 24 calendar months. In this case, the contribution assessment base is 30% of the minimum wage, which in 2026 amounts to PLN 1,441.80. The right to preferential ZUS is available provided that the entrepreneur has not conducted business activity in the last 60 calendar months and does not perform activities for a former employer.

With this reduced base, the total amount of social contributions (excluding the Labour Fund, from which the entrepreneur is exempt due to the low base) amounts to approximately PLN 456.18 per month. This represents significant savings compared to full ZUS, allowing start-up entrepreneurs an easier start in running their own business.

Relief on Start – First 6 Months Without Social Contributions

An even more favourable option for persons starting a business is the relief on start regulated in Article 18(1) of the Entrepreneurs Law, which exempts from the obligation to pay social insurance contributions for a period of 6 full calendar months from the date of commencement of activity. During this period, the entrepreneur pays only the health insurance contribution, the minimum amount of which from February 2026 is PLN 432.54 per month. After the relief on start expires, the entrepreneur may switch to preferential ZUS for the next 24 months, which gives a total of 30 months of preferential contribution treatment.

Small ZUS Plus – Relief for Lower-Revenue Entrepreneurs

Pursuant to Article 18c of the Social Insurance System Act, entrepreneurs whose annual revenue from business activity in the previous calendar year did not exceed PLN 120,000 may use the Small ZUS Plus programme. From 1 January 2026, new rules for calculating the periods of this relief apply, introduced under Article 11 of the Act of 21 May 2025 on amending certain acts for the purpose of deregulation of economic and administrative law and improving the rules for drafting economic law (Journal of Laws of 2025, item 769).

New Small ZUS Plus Rules from 2026

The key change effective from January 2026 is the so-called reset of previous periods of using the relief. Entrepreneurs can now benefit from 36 months of lower contributions in each 60-month period of conducting business activity, regardless of whether they used Small ZUS Plus in the past or have never used it before. This means that persons who exhausted their relief limit before 2026 may use it again from January 2026.

Additionally, entrepreneurs who conducted business in 2023 and used Small ZUS Plus are entitled to an additional 12 months of relief. If they did not fully use this right by the end of 2025, they may use the remaining months after 2025 – after using the basic 36 months of relief, i.e. at the earliest from 2029. The contribution assessment base under Small ZUS Plus depends on the entrepreneur’s actual income and may range from PLN 1,441.80 (lower limit equal to 30% of the minimum wage) to PLN 5,652 (upper limit equal to 60% of the projected average remuneration).

Health Insurance Contribution – Calculation Rules in 2026

The health insurance contribution is a separate issue, regulated by the provisions of the Act of 27 August 2004 on Healthcare Services Financed from Public Funds (Journal of Laws of 2025, item 1461). Its amount depends primarily on the form of taxation chosen by the entrepreneur. A significant change from the contribution year beginning 1 February 2026 is the return to calculating the minimum health contribution from 100% of the minimum wage, whereas during the transitional period (until January 2026) a more favourable base equal to 75% of the minimum wage applied. The minimum health contribution from February 2026 therefore amounts to PLN 432.54 per month (9% of PLN 4,806).

Tax Scale (General Rules)

Entrepreneurs settling accounts according to the tax scale (rates of 12% and 32%) pay a health contribution of 9% on income earned from business activity. The contribution may not be lower than the minimum amount of PLN 432.54 per month. Importantly, with this form of taxation, the health contribution is not deductible from either tax or income, which at higher incomes makes the tax scale the least favourable option in terms of health burdens.

Flat-Rate Tax

Entrepreneurs taxed with flat-rate tax (19% rate) pay a health contribution of 4.9% on income, also maintaining the minimum amount of PLN 432.54 per month. The lower percentage rate means that at higher incomes, flat-rate tax may be more favourable than the tax scale in terms of total public law burdens.

Lump-Sum Tax on Recorded Revenues

For entrepreneurs using lump-sum taxation, the health contribution is determined based on annual revenue and amounts to 9% of the lump-sum assessment base. The system provides for three revenue thresholds, with the base being the appropriate percentage of the average monthly remuneration in the enterprise sector in Q4 of the previous year (PLN 9,228.64 for Q4 2025). Lump-sum taxpayers have the right to deduct 50% of the paid health contribution from their revenue, which effectively reduces their tax burden.

Annual Revenue Assessment Base Monthly Contribution
Up to PLN 60,000 60% x PLN 9,228.64 PLN 498.35
PLN 60,000 – 300,000 100% x PLN 9,228.64 PLN 830.58
Over PLN 300,000 180% x PLN 9,228.64 PLN 1,495.04

 

Tax Card

Entrepreneurs settling accounts in the form of a tax card pay a health contribution at a fixed amount, regardless of the revenues earned. The assessment base is the minimum wage applicable in a given calendar year, and the contribution amounts to 9% of this amount. In 2026, this means a fixed monthly health contribution of PLN 432.54.

Contribution Holiday – One-Time Exemption During the Year

Entrepreneurs registered in CEIDG may take advantage of the so-called contribution holiday, i.e. exemption from the obligation to pay their own contributions for one selected month during the calendar year. The exemption covers social insurance contributions (pension, disability, accident), voluntary sickness insurance, as well as the Labour Fund and Solidarity Fund. The condition for using this relief is registering no more than 10 insured persons (including the entrepreneur) for social or health insurance in the month preceding the application. Contributions for the month covered by the exemption are financed from the state budget, although they constitute taxable income.

ZUS Contribution Payment Deadlines

Entrepreneurs are required to submit settlement documents and pay contributions within strictly defined deadlines, which depend on the legal form of the business conducted. Natural persons conducting sole proprietorships and partners in partnerships (civil, general, professional, limited, limited joint-stock) have a deadline until the 20th day of the month following the month to which the settlement relates. Limited liability companies and other entities with legal personality are required to settle by the 15th day of the month, while budgetary units and establishments by the 5th day of the month.

Annual Contribution Assessment Base Limit

The annual assessment base for pension and disability insurance contributions may not exceed an amount corresponding to thirty times the projected average monthly remuneration. In 2026, this limit is PLN 282,600 (30 x PLN 9,420). After exceeding this amount, the entrepreneur does not pay pension and disability contributions until the end of the calendar year. This limitation does not apply to sickness, accident, health insurance contributions or the Labour Fund.

Summary

The year 2026 brings an increase in contribution burdens for entrepreneurs, resulting primarily from the increase in the projected average remuneration and minimum wage. Full ZUS together with the Labour Fund currently amounts to approximately PLN 1,927 per month (excluding health contribution), while entrepreneurs using preferential reliefs may pay up to 75% less. The choice of optimal contribution strategy should take into account not only current costs but also long-term consequences for future pension and disability benefits. Entrepreneurs planning to start a business should consider first using the relief on start and then preferential ZUS, which will allow for significant reduction of business operating costs in the first years of its operation.

Legal Basis

This study has been prepared on the basis of the following legal acts:

  1. Act of 13 October 1998 on the Social Insurance System (Journal of Laws of 2025, item 1461, as amended) – in particular Article 18(8) (assessment base for entrepreneurs), Article 18a (preferential ZUS), Article 18c (Small ZUS Plus).
  2. Announcement of the Minister of Family, Labour and Social Policy of 19 November 2025 on the amount of annual limitation of the assessment base for pension and disability insurance contributions in 2026 and the adopted projected average remuneration (Official Gazette item 1206).
  3. Regulation of the Council of Ministers of 11 September 2025 on the amount of minimum remuneration for work and the minimum hourly rate in 2026 (Journal of Laws item 1242).
  4. Act of 21 May 2025 on amending certain acts for the purpose of deregulation of economic and administrative law and improving the rules for drafting economic law (Journal of Laws of 2025, item 769) – in particular Article 11 introducing new rules for calculating Small ZUS Plus periods.
  5. Act of 27 August 2004 on Healthcare Services Financed from Public Funds (Journal of Laws of 2025, item 1461, as amended) – in particular Articles 79, 79a, 81 (health contribution for entrepreneurs).
  6. Act of 6 March 2018 – Entrepreneurs Law (Journal of Laws of 2025, item 1480, as amended) – in particular Article 18(1) (relief on start).
  7. Announcement of the President of the Central Statistical Office of 22 January 2026 on the average monthly remuneration in the enterprise sector, including profit distributions, in the fourth quarter of 2025.

Legal Disclaimer

This study is for informational purposes only and does not constitute legal or tax advice. Legal status as of the publication date. In case of doubt, we recommend consulting a tax specialists or contacting ZUS directly.