Sp. z o.o., PSA or limited partnership? Which company form to choose in Poland in 2026

Author: Maria M. Kobryń, radca prawny (Polish legal adviser), MBA | Blueshell Legal
Law as at: 14 October 2026

Illustrative photo: Vitaly Gariev / Unsplash.

In short: A limited liability company (sp. z o.o.) is the safest choice for most businesses, because banks, courts and counterparties know it well and its shareholders are not liable for its debts. A simple joint-stock company (PSA) makes sense mainly for startups, because it lets you take up shares in exchange for work or services, requires no real capital (PLN 1 is enough) and makes it easier for investors to come in. Since 2021 a limited partnership (sp.k.) has paid CIT, but a limited partner who is a natural person is exempt from tax on 50% of the income from profit (up to PLN 60,000 a year in each partnership), so with a profit of PLN 400,000 the tax burden is about 23.3%, compared with 26.3% in a limited liability company or PSA. However, a limited partner pays social security (ZUS) contributions like a sole trader, which with a single partner practically cancels out this advantage.

You usually choose a company form once, and its consequences only show years later, at the first shareholder dispute, when an investor comes in or when the business is sold. That is why in this post I do not start with taxes, which change every few years, but with the questions of who decides, who is liable for debts and how you will be able to exit the business, and I compare taxes and ZUS contributions on a specific example.

This post is about choosing between three company forms. If you are still wondering whether to move from a sole proprietorship (JDG) to a company at all, read the article Sole proprietorship or Polish LLC? When switching to a company really pays off, where I compare liability, taxes and ZUS contributions.

Sp. z o.o., PSA and limited partnership in one table

Source: Polish Commercial Companies Code.

Who decides in a sp. z o.o., a PSA and a limited partnership?

In a limited liability company the most important decisions, such as profit distribution, amending the articles of association or appointing the management board, are taken by the shareholders’ meeting, while day-to-day matters are handled by the management board, which has its own duties and its own liability. A shareholder’s influence depends on the number of votes, but the articles of association can change this, for example through preferred shares or the right to appoint a board member. It is the most predictable form, because courts and banks have known it for decades.

A simple joint-stock company lets you choose the governance model, because instead of a management board and a supervisory board it can have a single board of directors, with both the people running the company and those supervising it. Shares can carry different preferences as to voting and dividends, so the founders can keep control even when an investor takes up most of the capital.

In a limited partnership the general partner runs the business and represents the partnership, while the limited partner is a passive partner who has the right to inspect the books but can represent the partnership only as an attorney (Articles 117 and 120 of the Commercial Companies Code). Most often the general partner is a limited liability company, and decisions are in practice taken by its management board. This creates the “sp. z o.o. sp.k.” structure, which means running two companies, keeping two sets of accounts and having two entries in the National Court Register (KRS).

What are partners and board members liable for?

In a limited liability company and a PSA, shareholders are not liable for the company’s debts and risk only what they contributed. Liability shifts instead to the management board, because board members are liable for the company’s debts if enforcement against its assets proves ineffective and they did not file for bankruptcy in time (Article 299 of the Commercial Companies Code for a sp. z o.o., with similar rules for a PSA), and for tax arrears under Article 116 of the Tax Ordinance.

In a limited partnership the general partner is liable for the partnership’s obligations with all their assets, although a creditor can turn to them only once enforcement against the partnership proves ineffective (Article 31 of the Commercial Companies Code), and they are jointly and severally liable with the partnership for its tax arrears (Article 115 of the Tax Ordinance). That is exactly why the general partner is usually a limited liability company, because then unlimited liability falls on a company rather than a person. A limited partner is liable up to the limited liability sum entered in the KRS and is released from this liability to the extent of the contribution made, but loses this protection if their name appears in the partnership’s business name or if they act on behalf of the partnership without a power of attorney.

Simple joint-stock company: shares for work and other differences

The most important feature of a PSA is that shares can be taken up in exchange for work or services (Article 300² § 2 of the Commercial Companies Code), which is not possible in a limited liability company, because Article 14 § 1 of the Code prohibits it. Thanks to this, a developer, designer or adviser can become a shareholder without contributing money, and the articles of association must then specify the type and duration of that work or those services. It is worth valuing the contribution carefully, because if its value is significantly overstated, the shareholder will have to make up the difference to the company.

Taking up shares for work or services is tax-neutral for the shareholder at the time the contribution is made (Article 17(1d) of the PIT Act and Article 12(1ba) of the CIT Act), but it is not neutral for social security purposes. A shareholder who provides work or services as a contribution is treated by ZUS like a self-employed person and pays social security and health contributions for the entire period of providing them (Article 8(6)(4a) and Article 13(5a) of the Social Security System Act), without the right to the start-up relief or reduced ZUS (Poradnik Przedsiębiorcy). That is why in practice a PSA often pays such a shareholder advances or remuneration from which they can pay the contributions.

A PSA has no share capital in the traditional sense, because its share capital can be PLN 1 and its shares have no nominal value. Instead, creditors are protected by a ban on payments to shareholders that would cause the company to lose its ability to pay its debts, the so-called solvency test. PSA shares are not issued as documents, and their owners are recorded in a shareholder register kept by a notary or an investment firm, which means an ongoing cost but also very quick and cheap share transfers. In practice you have to expect that some banks and counterparties still know this form poorly and ask more questions when you open an account or sign a contract.

How are a sp. z o.o., a PSA and a limited partnership taxed?

All three forms are now CIT taxpayers, because a limited partnership has paid this tax since 2021. Each of them can apply the 9% rate if it is a small taxpayer, i.e. its gross revenue for 2025 did not exceed PLN 8,517,000 and its net revenue in 2026 does not exceed PLN 8,431,000, the equivalent of EUR 2 million (podatki.gov.pl). Otherwise it pays 19%. The differences only appear when profit is paid out to the partners.

In a limited liability company and a PSA, the shareholder pays 19% tax on dividends with no reliefs, so with a 9% CIT rate the total burden on profit is about 26.3%, and with a 19% rate about 34.4%.

In a limited partnership the partners also pay 19% on their share of profit, but the PIT Act provides two preferences for them:

• A limited partner who is a natural person does not pay tax on 50% of the income from their share of profit, but on no more than PLN 60,000 a year, and the limit is calculated separately for each limited partnership (Article 21(1)(51a) of the PIT Act). The exemption is not available to a limited partner who holds at least 5% of the shares in the general partner, sits on its management board or is related to a board member or shareholder of the general partner (Article 21(40) of the PIT Act, Poradnik Przedsiębiorcy). In practice, this means that a founder who also manages the general partner company will not benefit from the exemption, while, for example, a passive partner or a family member outside the board will.
• A general partner can reduce their tax on their share of profit by the CIT paid by the partnership in proportion to their share, so their profit is in practice taxed only once. This benefit, however, comes at the price of unlimited liability for the partnership’s debts.

All three forms can also opt for Estonian CIT, under which the company pays tax only when profit is distributed. A limited partnership can use it only if all its partners are natural persons, which is why the popular “sp. z o.o. sp.k.” model is excluded from Estonian CIT.

Who pays ZUS contributions in a company?

Here the differences are bigger than most people assume. Every partner in a limited partnership who is a natural person, including a limited partner, is treated by ZUS like a self-employed person (Article 8(6)(4) of the Social Security System Act) and pays contributions from the day of joining the partnership, as confirmed by the Polish Supreme Court (Prawo.pl). In a limited liability company only a sole shareholder pays contributions, and in a PSA only a shareholder who contributes work or services. Other shareholders do not pay ZUS merely for holding shares, and dividends are not subject to contributions.

Worked example (2026). The company makes a profit of PLN 400,000, is a small taxpayer paying 9% CIT and distributes all its profit.

• Sp. z o.o. or PSA with two shareholders: CIT of PLN 36,000 and dividend tax of PLN 69,160, a total of PLN 105,160 (26.3%), with no ZUS.
• Sp. z o.o. sp.k. with one limited partner (99% of profit) who meets the exemption conditions: CIT of PLN 36,000, PLN 60,000 of income exempt and tax of PLN 57,068, a total of PLN 93,068 (23.3%). On top of that, the limited partner pays social security contributions (about PLN 23,100 a year) and the health contribution, which raises their burden to over 29%.

The calculations are simplified, because they leave out the cost of running the additional general partner company and the limited partner’s health contribution. They do show, however, that a limited partnership is advantageous mainly when it has several limited partners, because each of them has their own PLN 60,000 exemption limit and ZUS contributions become smaller relative to the profit.

Which form is best if you plan to bring in an investor or a partner may exit?

The PSA was designed with investors in mind, because shares can be issued without changing the share capital, transferred in documentary form with an entry in the shareholder register, and the rights of individual shareholders can easily be differentiated (Grant Thornton). In a limited liability company, bringing in an investor usually requires a capital increase and an amendment to the articles of association, and a sale of shares requires a written agreement with notarised signatures, which is more formal but well known to investors. In a limited partnership, changing a partner is the hardest, because the transfer of all rights and obligations is possible only if the partnership agreement provides for it and, as a rule, requires the consent of the other partners, so this form rarely works with funds and investment rounds.

Whatever the form, it is worth setting out the exit rules, i.e. the right of first refusal, drag-along and tag-along, the non-compete clause and the method of valuing shares, in the articles of association or a shareholders’ agreement from day one, because agreeing them later requires the consent of people who may already have conflicting interests.

What happens to the company when a partner dies?

Shares in a limited liability company and in a PSA are inheritable, and the articles of association of a sp. z o.o. can limit or exclude the entry of heirs (Article 183 of the Commercial Companies Code), which lets you plan whether the business passes to the family or to the remaining shareholders. In a limited partnership, the death of a limited partner does not dissolve the partnership and their heirs take their place (Article 124 of the Code), whereas the death of a general partner who is a natural person may end the partnership unless the agreement provides for its continuation. This is another reason why the general partner is usually a limited liability company. In each of these forms, shares or a limited partner’s rights can also be contributed to a family foundation, if the articles of association allow it.

Can you change the form later?

You can, because the Commercial Companies Code allows any of these companies to be converted into another form, but a conversion requires a plan, resolutions, sometimes a statutory auditor, and has its own tax consequences, so it takes several months and costs money. It is safer to choose the form from the start for a three- to five-year plan, not just for the first year of business.

Who chooses what? Three typical situations

Below I describe what, in my opinion, usually works in three common situations. This is a starting point for discussion, not a ready-made recommendation, because the final choice depends on the figures and plans of the specific business.

• A software house with two founders and no investor. Usually a limited liability company with a shareholders’ agreement, because it protects personal assets and is understandable for clients, and with two shareholders neither of them pays ZUS for holding shares.
• A startup looking for an investor that wants to give shares to a developer. Usually a PSA, because it allows shares to be taken up for work, makes it easy to bring in further investors and lets the founders keep control through preferred shares.
• A family business with an operator and passive partners. A sp. z o.o. sp.k. may pay off if there are several limited partners outside the board who will benefit from the exemption, but you need to calculate their ZUS contributions and the cost of running two companies.

Legal basis and sources

• Act of 15 September 2000 – Commercial Companies Code, in particular Articles 10, 14, 31, 102–124, 180, 183, 299 and 300¹–300¹³⁴
• Act of 26 July 1991 on Personal Income Tax, Article 17(1d), Article 21(1)(51a) and (40)
• Act of 15 February 1992 on Corporate Income Tax, Article 12(1ba) and Article 19
• Act of 29 August 1997 – Tax Ordinance, Articles 115 and 116
• Act of 13 October 1998 on the Social Security System, Article 8(6)(4) and (4a), Article 13(5a)
• podatki.gov.pl: CIT rates and limits
• Akademia LTCA: Who can pay 9% CIT in 2026
• Podatki.biz: Limited partner tax exemption – rules and exclusions
• Poradnik Przedsiębiorcy: Taxation of profit distributions from a limited partnership
• Poradnik Przedsiębiorcy: A PSA shareholder will pay contributions like a business owner
• Grant Thornton: Contributions to a PSA and their taxation and Effective taxation of a PSA and its shareholders
• Prawo.pl: Supreme Court – a limited partner pays contributions from the date of joining the partnership

Choosing a company form? Start with a five-year plan, not with tax

At Blueshell Legal we help founders and families choose a company form, set up the company and prepare the articles of association and a shareholders’ agreement covering an investor’s entry, a partner’s exit and succession. Maria M. Kobryń, a radca prawny (Polish legal adviser) with an MBA, combines the legal and business perspectives, and we prepare the tax comparison together with a tax adviser. Our services are described under companies and contracts, and you can book a consultation via the contact form.

Read also: Sole proprietorship or Polish LLC? When switching to a company really pays off, The KRS newsletter: how to monitor your company for free and The Labour Inspectorate will decide that B2B is employment. Coming soon: setting up a company via S24 or at a notary, and vesting, drag-along and tag-along. You will find more articles in the Law and business category on our blog.

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This material is for information only and does not constitute legal or tax advice. Rates, limits and rules are stated as at 14 October 2026 and the calculations are simplified, so check your situation with a lawyer and a tax adviser before choosing a company form.