by Edward Koziarzewski

March 5, 2024

Free legal knowledge

Types of companies in Poland

The most popular form of running a business in Poland is a sole proprietorship. However, every year there is an increase in interest in companies – entrepreneurs more and more often decide to transform their company or immediately choose a company as the basic form of running a business. There are several types of companies in the Polish system, each of which has its own specific features and legal conditions.

Types of companies – division

Companies in Poland are divided into commercial companies (subject to the provisions of commercial law) and civil partnerships (subject to the provisions of civil law).

Trading companies
- Partnerships
  - General partnerships (spółka jawna)
  - Partnership companies (spółka partnerska)
  - Limited partnerships (spółka komandytowa)
  - Limited joint-stock partnerships (spółka komandytowo-akcyjna)
- Capital companies (spółka kapitałowa)
- Limited liability companies (spółka z ograniczoną odpowiedzialnością)
- Joint-stock companies (spółka akcyjna)
- Simple joint stock companies (prosta spółka akcyjna)
Civil partnerships (spółka cywilna)

All of the above-mentioned forms of activity differ in terms of ownership structure, legal liability and tax requirements. In this article, we will present the characteristics of each of them and indicate which type of company in Poland will work best for specific businesses.

Professional partnership (spółka partnerska)

This type of company combines personal features and elements typical of legal persons, which makes it very popular among entrepreneurs from the SME sector (small and medium-sized enterprises) who want to influence the management of the company. To establish a company, you need at least two partners who will sign an agreement and then register in the National Court Register (KRS). A significant disadvantage of this solution is unlimited liability with personal property for the liabilities of a general partnership.

A partnership

This is a specific type of company in Poland intended for representatives of free professions, e.g. lawyers or doctors. A partnership does not have legal personality, but it has legal capacity, which means that it can incur liabilities and acquire property rights. As in the case of a general partnership, it must be established by at least two natural persons, but there is no need to contribute share capital or maintain a notarial form of the contract. When it comes to financial liability, the company is liable with all its assets, excluding the so-called malpractice committed by one of the partners – then only he is financially liable.

Limited partnership (spółka komandytowa)

This form of activity combines the features of a partnership and a capital company. It does not have legal personality, but may acquire rights and incur obligations. To establish a partnership, it is necessary to conclude a notarial agreement specifying the value of the limited partnership sum, i.e. the amount up to which the limited partner is liable for the partnership’s obligations. In the case of this type of partnership, there are two types of partners – general partners (liable for liabilities with all their assets) and limited partners (liable for liabilities up to the amount indicated). This organizational form meets the expectations of entrepreneurs who want to take an active part in managing a limited partnership while limiting financial risk.

Partnership Limited by shares (spółka komandytowo-akcyjna)

As the name suggests, a limited joint-stock partnership in Poland combines elements of two other forms of companies. The core of the business are general partners and shareholders, which we talked about when describing the previous types of companies. Registering a business requires submitting appropriate documentation to the National Court Register, preparing a company agreement in the form of a notarial deed and developing the company’s status. Despite the lack of legal personality, the company has legal capacity, which allows it to acquire rights and incur liabilities. An additional advantage is the ability to issue shares, which is a distinguishing feature of joint-stock companies. It can therefore be said that companies of this type in Poland combine flexible management and freedom to obtain capital for development.

Company in Poland – Private limited company (spółka z o.o.)

Limited liability company is the most frequently chosen type of capital company in Poland, which is particularly popular among enterprises from the SME sector. Such a company has legal personality, which means that it constitutes a separate legal entity and has the ability to acquire rights and incur liabilities. The partners are liable for the company’s obligations only up to the amount of capital contributed, and its minimum amount cannot be less than PLN 5,000. Establishing a company requires registration in the National Court Register and signing a notarial deed. It is worth noting that limited liability companies in Poland are obliged to keep full accounting and prepare financial statements. This form of running a business is especially recommended for entrepreneurs who want to reduce financial risk.

Comprehensive support for your company’s legal services

Joint stock company SA (spółka akcyjna)

Joint stock company SA also has legal personality, but the minimum amount of share capital is much higher and amounts to at least PLN 100,000. In addition, he is obliged to maintain full accounting, prepare annual financial reports and perform audits. The registration process is the same as in the case of a limited liability company. The shareholders’ liability for liabilities is limited to the value of the shares. The company’s operations are supervised by the management board, most often appointed by the supervisory board.

Shareholders are entitled to a dividend – if the company made a profit in a given financial year, they are entitled to a payment of funds. This form of business is recommended for companies planning further expansion into foreign markets and those planning to issue shares, want to enter the WSE or raise capital on a larger scale.

A simple joint stock company (prosta spółka akcyjna)

A relatively new type of company in Poland, introduced into the legal system only a few years ago, is a simple joint-stock company PSA, recommended for startups and entrepreneurs focusing on innovation. A flexible structure and low minimum share capital, the value of which does not have to be greater than PLN 1, encourages young entrepreneurs to use this form of running a business. The registration process itself is completely online. Similarly to the case of a joint-stock company, the liability of the partners was limited to the amount of the contribution made.

Civil law partnership (spółka cywilna)

In the Polish legal system, a civil partnership is the only possible form of running a business regulated by the Civil Code. Such companies do not have legal personality, and the partners are liable for the liabilities with all their assets. A characteristic feature of civil partnerships in Poland is that they can be established by both natural and legal persons. If legal persons decide to establish a company, it is necessary to keep full accounting. Establishing a company is simple and does not require the payment of share capital – it is sufficient to draw up a written agreement between the partners.

Taking into account that civil partnerships in Poland have their own NIP and REGON, they can conduct business activities. If the revenues do not exceed EUR 2 million, there is no need to keep full accounting. Therefore, a civil partnership is particularly recommended for smaller enterprises and when partners want to reduce the costs of accounting and meeting other legal requirements.