Ownership (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: Consolidated Ownership. For S.A.: Consolidated Ownership.

Limited Liability (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: Positive. For S.A.: Positive.

Publicly Participates In Capital Market (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: Negative. For S.A.: Positive.

Legal Representative Not Mandatory (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: Positive. For S.A.: Positive.

Local Directors Not Mandatory (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: Positive. For S.A.: Positive.

Local Secretaries Not Mandatory (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: Positive. For S.A.: Positive.

Capital Injection Not Required (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: See Memo. For S.A.: Negative.

Minimum Registered Capital Requirement (SP.ZO.O. vs S.A. in Poland)

For SP.ZO.O.: 1. 5,000 Zloty.. For S.A.: 100,000 Zloty.

Legal Entity Comparison

Poland SP.ZO.O. vs S.A.

SP.ZO.O. is a legal entity in Poland, whose full name is Spółka Z Ograniczoną Odpowiedzialnością, meaning limited liability company. The entity belongs to the Polish state/region, with ownership being consolidated, meaning shareholders jointly own the company. SP.ZO.O. is a type of limited liability company, implying that the shareholders' liability is limited to their capital contribution and they are not liable for the company's debts. The entity does not participate in the public market, thus it does not allow public stock offerings. According to Polish law, SP.ZO.O. needs at least one shareholder and one director. Shareholders can be of any nationality, and directors can be foreigners, so it is not necessary to appoint local residents as directors. Additionally, SP.ZO.O. does not require a company secretary. The minimum registered capital is 5,000 zloty, but if the registered capital is smaller, it can be paid in cash without the need to open a capital verification account. If the registered capital is larger, a capital verification account is required. Yiz Capital Global advises clients to register two shareholders for a Polish company to avoid a single shareholder having to pay higher social security taxes.

Updated 2026-06-11

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Poland

Poland Legal Entity Comparison

Updated 2026-06-11

Basic Information

SP.ZO.O.

S.A.

Ownership:

Consolidated Ownership

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Limited Liability:

Positive

Publicly Participates In Capital Market:

Negative

Publicly Participates In Capital Market:

Positive

Shareholder / Director / Secretary Requirements

SP.ZO.O.

S.A.

Requirements For Shareholders:

At least one shareholder. Although having only one shareholder is allowed, we do not recommend that. Having one person company, where one individual holds 100% shares, cause obligation to pay social security contributions (social tax), which currently amount to around 2000 PLN per month. Moreover, Polish company law forbids to register Polish limited liability companies (sp. z o.o.) with 100% shareholding of another limited liability companies (either foreign or Polish).

Requirements For Shareholders:

At least one

Requirements For Directors ::

At least one

Requirements For Directors ::

At least one

Legal Representative Not Mandatory:

Positive

Legal Representative Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Directors Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Local Secretaries Not Mandatory:

Positive

Registered Capital Requirement

SP.ZO.O.

S.A.

Minimum Registered Capital Requirement:

1. 5,000 Zloty.

Minimum Registered Capital Requirement:

100,000 Zloty

Capital Injection Not Required:

See Memo

Capital Injection Not Required:

Negative

Capital Injection Requirement:

1. The actual payment of 100% of the registered capital is required before the company is established;
2. If the registered capital is small (e.g. 5,000 PLN), it can be paid in cash (the company director signs a declaration to prove that the cash has been received), so there is no need to open a capital verification account. If the registered capital is large, a capital verification account needs to be opened.

Capital Injection Requirement:

Each share face value shall not be less than 0.01 Polish zloty.

Memo

SP.ZO.O.

S.A.

Memo:

TKEG Expat recommends that clients register two shareholders for the Polish company. Because if it is a natural person's sole investment, the shareholder would need to pay approximately 25,000 RMB in social security tax to the Polish government each year.

Memo:

N/A