The sole shareholder of a sp. z o.o. is covered by ZUS, the Polish Social Insurance Institution, and in 2026 pays at least PLN 2,618.87 per month: PLN 1,788.29 of social security contributions and PLN 830.58 of health contribution. With the voluntary sickness contribution it is PLN 2,757.34. The obligation arises from the day the company is entered in the KRS or the day the shares are acquired, and a sole shareholder does not benefit from the start-up relief, preferential contributions or Small ZUS Plus.
The shareholder pays the contributions personally, and the amount does not depend on the company’s results. A company without a single invoice means the same ZUS for a sole shareholder as a company with large sales. That is why the number of shareholders is one of the first decisions in sp. z o.o. registration and when buying a ready-made company. Below we explain where these amounts come from and what changes them.
What is a single-member sp. z o.o.
A single-member company is a capital company whose shares all belong to one shareholder (art. 4 § 1(3) KSH, in Polish). Such a person can set up the company alone. The exception concerns one case: a company cannot be formed solely by another single-member sp. z o.o. (art. 151 § 2 KSH). A company can also become single-member later, for example when one shareholder buys out the other.
It is still a separate entity. The company has its own assets and its own debts, and the shareholder is not liable for those debts. The differences concern above all ZUS and a few formalities, which we describe at the end.
Why a sole shareholder pays ZUS
The Social Insurance System Act (in Polish) expressly treats the shareholder of a single-member sp. z o.o. as a person running a non-agricultural business (art. 8(6)(4)). That is why they are compulsorily covered by pension, disability and accident insurance, plus health insurance. What counts is simply holding all the shares, not whether the shareholder works in the company or takes money from it.
The reliefs do not cover this group, because the law refers to a different category. The preferential base (art. 18a) and Small ZUS Plus (art. 18c) apply to persons under art. 8(6)(1), meaning those running a business under the Entrepreneurs’ Law. The start-up relief is available to an entrepreneur who is a natural person. A company shareholder falls under a separate point of that provision.
ZUS contributions of a sole shareholder in 2026
The base for social security contributions is at least 60% of the forecast average salary (art. 18(8) of the Act), which is PLN 5,652 in 2026. The health contribution is calculated differently: it is 9% of the average salary in the enterprise sector for the fourth quarter of the previous year, meaning PLN 9,228.64 (art. 79(1) and art. 81(2za) of the Healthcare Benefits Act, in Polish). Here it does not matter which form of taxation the company has chosen.
| Contribution | Rate | Monthly amount |
|---|---|---|
| Pension | 19.52% | PLN 1,103.27 |
| Disability | 8.00% | PLN 452.16 |
| Accident | 1.67% | PLN 94.39 |
| Labour Fund and Solidarity Fund | 2.45% | PLN 138.47 |
| Health | 9% of PLN 9,228.64 | PLN 830.58 |
| Total without sickness insurance | PLN 2,618.87 |
As of 4 November 2026, amounts for 2026. The 1.67% accident rate applies to payers reporting up to 9 people.
The sickness contribution is an extra PLN 138.47. It is voluntary (art. 11(2)), but without it there is no sickness or maternity benefit from this title. Annually it comes to PLN 31,426.44 without sickness insurance. The amounts change every year, because they depend on salary figures published by the state. A higher base is possible, because the law refers to a declared amount not lower than the minimum.
When to start paying ZUS and how to register
Insurance covers a sole shareholder from the day the company is entered in the KRS or the day the shares are acquired, and lasts until the company is struck off or all shares are sold (art. 13(4a)). For a new company, the entry date counts, and when buying a ready-made company from a single shareholder, the date of acquiring the shares counts, not the date the changes are entered in the KRS.
- Register yourself with ZUS as a contribution payer on the ZFA form.
- Register yourself for insurance on the ZUA form. If you have another title that exempts you from social security contributions, ZZA, health insurance only, is usually enough.
- Do it within 7 days of the obligation arising (art. 36(4) of the Act).
- Pay the contributions monthly, by the 20th of the following month (art. 47(1)(4)).
The shareholder files the ZFA and ZUA forms as a natural person, not the company. This is not the same as ZUS ZPA, which concerns the company as a contribution payer for employees. With a company registration, we prepare ZPA and the PEL-ZUS authorisation on request, because they are needed when the company is to employ people.
When a sole shareholder pays less: employment and other titles
The obligation does not disappear, but it can change if you have another title to insurance. Art. 9 of the Act decides, and three situations are the most common.
- You are employed at another company and your contribution base, calculated per month, is at least the minimum wage. Pension and disability insurance then apply only through the employment, and you can join them voluntarily through the company.
- You are employed for less than the minimum wage. Contributions from the company are then still compulsory (art. 9(1a)).
- You also have another business, for example a sole proprietorship. Such titles do not add up automatically, and art. 9 sets the order and any choice.
The health contribution works differently, because it is paid separately from each title (art. 82(1)). That is why this amount remains in the first two cases. Someone with two single-member companies also pays it for each of them. Social security insurance also does not cover a period for which the company’s activity has been suspended (art. 13(4a)). Your situation needs calculating before you decide, because several titles at once are easy to misjudge.
Does a second shareholder remove the ZUS obligation
Yes, because the provision refers to a sole shareholder. In a company with two shareholders, holding shares alone does not give rise to ZUS contributions. For years, however, ZUS treated a shareholder with almost all the shares like a sole shareholder, calling them a dominant shareholder.
In its resolution of 21 February 2024 (III UZP 8/23), the Supreme Court held that a shareholder with 99% of the shares in a two-member company is not the sole shareholder and is not covered by social insurance on that basis. The Court confirmed this line in its judgment of 19 February 2025 (II NSNc 1/24), issued on an extraordinary appeal by the Ombudsman for Small and Medium-sized Enterprises. According to this position, the definition of a single-member company in the KSH also applies in social insurance, so the sole shareholder is the one who holds all the shares.
This is not a simple recipe, though. The rulings concern specific cases, and the second shareholder must genuinely be a shareholder: they have rights, can claim a dividend, vote and inspect the company’s documents. That is why the decision on shares is made with a view to who is actually meant to be a co-owner. It is also worth remembering that without another title you will not have health insurance from holding shares alone.
| Situation | Social security contributions | Health contribution |
|---|---|---|
| Sole shareholder with no other title | PLN 1,788.29 | PLN 830.58 |
| Sole shareholder employed at the minimum wage or more | Through the employment | Through the employment and PLN 830.58 from the company |
| Shareholder of a two-member company | None from the shares | None from the shares |
| Board member paid solely on the basis of appointment | None from this title | 9% of that remuneration |
Sole shareholder with no other title
- Social security contributions
- PLN 1,788.29
- Health contribution
- PLN 830.58
Sole shareholder employed at the minimum wage or more
- Social security contributions
- Through the employment
- Health contribution
- Through the employment and PLN 830.58 from the company
Shareholder of a two-member company
- Social security contributions
- None from the shares
- Health contribution
- None from the shares
Board member paid solely on the basis of appointment
- Social security contributions
- None from this title
- Health contribution
- 9% of that remuneration
Simplified overview for 2026, as of 4 November 2026. Employment or civil law contracts follow their own rules.
Can a sole shareholder be employed by their own company
Case law holds that an employment contract between a sole shareholder and their own company does not create a normal employment relationship, because it is hard to speak of being subordinate to yourself. Such a contract will therefore not replace the contributions from the company. Remuneration for being appointed to the board is different: such remuneration attracts the health contribution (art. 66(1)(35a) of the Healthcare Benefits Act), but the appointment alone does not give rise to social security contributions. In a single-member company, however, this is an extra cost on top of the shareholder’s obligation, not a way of avoiding it.
Other special rules for a single-member company
Besides ZUS, there are three rules worth knowing from the start.
- The sole shareholder exercises the powers of the shareholders’ meeting alone (art. 156 KSH), for example approving the financial statements personally. They record this in a resolution.
- Their statements made to the company require written form on pain of nullity, unless the law provides otherwise (art. 173 § 1 KSH).
- When the sole shareholder is also the sole board member, their agreements with the company require a notarial deed (art. 210 § 2 KSH). This applies, for example, to a loan or a lease.
If you are still comparing legal forms, see sp. z o.o. or sole proprietorship. We can prepare the S24 registration for PLN 999 net, and you sign the documents online. Decide on the number of shareholders before filing the application, because changing it later means selling shares. The other deadlines after the entry are in our guide to obligations after registering a company.
