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Company Formation

Sp. z o.o. or Sole Proprietorship in Poland?

The most common decision when starting a business in Poland: how a sp. z o.o. and a sole proprietorship (JDG) differ in liability, tax and cost.

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The first question Turkish entrepreneurs ask when starting in Poland is usually the company type. There are two common options: the limited liability company, sp. z o.o., and the one-person business, JDG (jednoosobowa działalność gospodarcza). The right choice depends on liability, tax burden and setup cost.

Liability

In a sp. z o.o. the shareholders’ liability is, as a rule, limited to the capital they contribute. In a JDG the owner is liable for business debts with all personal assets. In riskier commercial activities this difference alone can decide the question.

Who can set one up?

A JDG requires a status that gives the right to reside and work in Poland; not every foreign national can register one directly. A sp. z o.o. can be founded by foreign shareholders without coming to Poland, under a power of attorney. For investors based in Turkey this often makes the sp. z o.o. the only practical route.

Tax and social security

  • Sp. z o.o.: corporate income tax (CIT), with a reduced rate available to small companies; dividends are additionally subject to withholding tax.
  • JDG: one of the personal income tax (PIT) regimes (progressive, flat or lump-sum) is chosen; mandatory ZUS contributions are paid monthly.

Cost and administration

A sp. z o.o. is founded before a notary or through the electronic system, requires a minimum share capital of PLN 5,000 and full accounting. A JDG is free and quick to register, and simplified accounting may be sufficient.

Which one is right for you?

If you are not resident in Poland, have several partners or plan an activity with commercial risk, choose the sp. z o.o.; if you work alone in a low-risk service business and your residence status allows it, a JDG may be more economical. To decide together, request a quote on our company formation page.

This article is general information; tax rates and conditions may change.

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