The share capital of a sp. z o.o. must be at least PLN 5,000, and the value of one share at least PLN 50 (art. 154 § 1 and 2 KSH, in Polish). The shareholders contribute it to the company rather than paying it as a fee. In a company set up in S24 this must be done in cash, no later than 7 days after the KRS entry. The funds contributed belong to the company, which can use them for its business.
The most common misunderstanding is: “I need to have PLN 5,000 in the account and cannot touch it”. That is not the case. Below we explain what you can really do with the capital and what you cannot, how to split it between shareholders and what happens when the capital has to change. If you are setting up a company from scratch, see also our company registration.
What share capital is and why it exists
Share capital is the amount stated in the articles of association and in the KRS that the shareholders have undertaken to contribute in exchange for shares. It serves three functions. It shows how much the shareholders have put into the company, sets the split of shares and votes, and is a reference point for several rules of the Commercial Companies Code. The amount of capital must also appear on the company’s letters and website (art. 206 § 1(4) KSH).
It is worth distinguishing capital from cash. Capital is a figure in the documents. The money contributed to cover it stays in the account only until the company spends it. After a year of operation, a company can have share capital of PLN 5,000 and a completely different account balance. That is not a breach of the law, as long as the spending served the company.
The amount of capital is not the limit of the owners’ risk in every situation either. Shareholders are not liable for the company’s obligations (art. 151 § 4 KSH), but the management board may be liable in the cases set out in art. 299 KSH. A higher capital alone does not exclude that liability.
How much should the share capital be
The law requires PLN 5,000, and for most new companies this amount is enough. A higher capital can make sense when the company bids in tenders, seeks financing or wants to show business partners a greater commitment from the shareholders. There is, however, no threshold that will in itself secure a loan or contract, and money contributed to capital is hard to get back later. So you can start with the minimum and increase the capital when a specific need arises.
Splitting the capital into shares
If a shareholder may hold more than one share, all shares must be equal (art. 153 KSH). That is the case in the S24 template, where each share carries one vote. You decide the number of shares yourself, as long as each has a nominal value of at least PLN 50. The smaller the share, the easier it is to split the company without fractions.
| Capital | Shares | Shareholders | Each contribution |
|---|---|---|---|
| PLN 5,000 | 100 of PLN 50 | One shareholder, 100 shares | PLN 5,000 |
| PLN 5,000 | 100 of PLN 50 | Two shareholders, 50 shares each | PLN 2,500 each |
| PLN 5,000 | 100 of PLN 50 | Three shareholders: 50, 30 and 20 shares | PLN 2,500, PLN 1,500 and PLN 1,000 |
| PLN 10,000 | 200 of PLN 50 | Two shareholders: 150 and 50 shares | PLN 7,500 and PLN 2,500 |
Numerical examples.
A shareholder can also take up a share at a price above its nominal value. The surplus, called share premium (agio), does not increase the share capital but goes to the supplementary capital (art. 154 § 3 KSH). A share cannot, however, be taken up below its nominal value.
When to pay in the share capital: S24 versus a notary
The deadline depends on how the articles were concluded. In S24, contributions can only be in cash, and the capital is covered no later than 7 days after the entry in the register (art. 158 § 1¹ KSH). Within the same deadline, the board files with the court a statement by all board members that the contributions have been paid in full, unless it was already attached to the filing (art. 167 § 4(3) and § 5 KSH). With a notary, contributions are made before the entry, and such a statement is attached to the filing (art. 163(2) and art. 167 § 1(2) KSH).
| Feature | S24 | Notary |
|---|---|---|
| Form of contribution | Cash only | Cash or in kind |
| Deadline | 7 days from the KRS entry | Before filing with the court |
| Board statement | With the filing or within 7 days of the entry | Together with the filing |
| Court fee for registering the company | PLN 250 | PLN 500 |
Form of contribution
- S24
- Cash only
- Notary
- Cash or in kind
Deadline
- S24
- 7 days from the KRS entry
- Notary
- Before filing with the court
Board statement
- S24
- With the filing or within 7 days of the entry
- Notary
- Together with the filing
Court fee for registering the company
- S24
- PLN 250
- Notary
- PLN 500
As of 4 November 2026. Art. 52 of the Court Costs in Civil Cases Act (in Polish).
File the statement only once the money has actually arrived, and every board member signs it. Giving the court false information can lead to liability, including criminal liability (art. 587 KSH). Until the capital is covered, a company set up in S24 must also state this on its letters and website (art. 206 § 1(4) KSH). If the statement does not reach the court in time, the court may call on the company to file it under threat of a fine (art. 24 of the KRS Act, in Polish).
The simplest way is to pay the contribution by bank transfer with a description naming the shareholder and the purpose of the payment. Keep the confirmation in the company’s records, because it is proof that the contribution was made. A contribution in kind, such as equipment or rights, requires articles signed before a notary and an exact description of what is contributed (art. 158 § 1 KSH).
What happens to the capital after the entry: what it can be spent on
The money contributed is at the exclusive disposal of the management board (art. 158 § 3 KSH). The board can use it to pay rent, salaries, goods, equipment or accounting. The company does not have to keep PLN 5,000 in the account, and the capital is neither a deposit nor a security.
The law does, however, set three clear limits.
- Contributions may not be returned to shareholders while the company exists, unless the provisions on the sp. z o.o. provide otherwise (art. 189 § 1 KSH).
- Shareholders may not receive payments, on any basis, from the assets needed to fully cover the share capital (art. 189 § 2 KSH). Profit is paid out as a dividend once the statutory conditions are met, not by taking out capital.
- Funds used to cover the capital may not be used to pay for services provided in connection with forming the company (art. 158 § 2 KSH). This applies, for example, to an invoice for preparing the registration documents.
Losses and share capital
When the balance sheet shows a loss exceeding the sum of the supplementary and reserve capitals plus half of the share capital, the board must immediately convene a shareholders’ meeting and put the company’s continued existence to a vote (art. 233 § 1 KSH). With PLN 5,000 of capital and no other capitals, this limit is only PLN 2,500, so a young company with start-up costs can exceed it in its first year. This does not mean the company has to be dissolved. The shareholders have to decide what happens next, and that can be to continue trading, and sometimes to add capital.
Increasing the share capital
An increase requires amending the articles, unless the articles already provide for a maximum amount and a deadline for the increase (art. 257 § 1 KSH). It can be done by raising the value of existing shares or creating new ones (art. 257 § 2 KSH). It takes effect only upon entry in the KRS (art. 262 § 4 KSH).
In a company on the S24 template, the increase can be carried out online. The resolution template is used for this, contributions are then cash only, the court fee is PLN 200, and statements on taking up shares are not made before a notary (art. 255 § 4, art. 158 § 1² and art. 259¹ KSH). A resolution in the form of a notarial deed also allows a contribution in kind, but the court fee is then PLN 250, plus the notary’s costs.
A capital increase is subject to PCC at 0.5%. The obligation arises when the resolution is adopted, and the taxpayer is the company (art. 1(3)(2), art. 3(1)(2), art. 4(9) and art. 7(1)(9) of the PCC Act, in Polish). PCC-3 is filed within 14 days. Example: for an increase of PLN 45,000 in S24, the PLN 200 court fee is deducted from this amount (art. 6(9)(2)), and 0.5% of PLN 44,800 gives PLN 224 of tax.
Reducing the share capital
A reduction is more demanding, because it protects creditors. The capital cannot fall below PLN 5,000 (art. 263 § 2 KSH). The board promptly announces the resolution and invites creditors to object within three months. Those who object must be paid or secured (art. 264 § 1 KSH). Only then does the board file the reduction with the court (art. 265 KSH). The exception is when shareholders receive no refund and the capital is at the same time increased to at least its original amount (art. 264 § 2 KSH).
Share capital in a ready-made company
When you buy a ready-made company, you acquire existing shares rather than setting up a company from scratch. You can check the amount of capital in the KRS before buying. If you want a higher capital, tell us before the purchase, and we will give you the method and the cost. Ask about the details of the chosen company’s capital before you sign the agreement.
For a new company, PLN 5,000 of capital also means PCC of PLN 24, which we break down in our article on the cost of registering a company. We describe the process itself in our guide on how to register a company in Poland, and VKANCELARIA can prepare the documents as part of company registration for PLN 999 net.
