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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Legal Entity Comparison

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

S.A. is a legal entity in Poland, with the full name of Spółka Akcyjna. It is a combined ownership company with limited liability. S.A. can participate in the market publicly and requires at least one shareholder and at least one director. Unlike in other countries/regions, Polish S.A. does not need to appoint a legal representative, local directors, or a company secretary. However, the minimum registered capital for S.A. is 100,000 złoty and capital verification is required. The capital verification requirement is that the face value per share must not be less than 0.01 Polish złoty. In general, S.A. is a flexible legal entity suitable for companies participating in the public market.

Updated 2026-03-31

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Poland

Poland Legal Entity Comparison

Updated 2026-03-31

Basic Information

S.A.

SP.ZO.O.

Ownership:

Consolidated Ownership

Ownership:

Consolidated Ownership

Limited Liability:

Positive

Limited Liability:

Positive

Publicly Participates In Capital Market:

Positive

Publicly Participates In Capital Market:

Negative

Shareholder / Director / Secretary Requirements

S.A.

SP.ZO.O.

Requirements For Shareholders:

At least one

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 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

S.A.

SP.ZO.O.

Minimum Registered Capital Requirement:

100,000 Zloty

Minimum Registered Capital Requirement:

1. 5,000 Zloty.

Capital Injection Not Required:

Negative

Capital Injection Not Required:

See Memo

Capital Injection Requirement:

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

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.

Memo

S.A.

SP.ZO.O.

Memo:

N/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.