Limited joint-stock partnership in Poland: shares, liability and tax

A Polish limited joint-stock partnership — spółka komandytowo-akcyjna or S.K.A. — is a commercial partnership that operates an enterprise in its own name. It must have at least one general partner with unlimited liability and at least one shareholder. The form combines partnership management with share-based capital, but it is neither a limited partnership nor an ordinary joint-stock company.

What an SKA is — and who performs each role

• General partner (komplementariusz): normally manages and represents the SKA and is liable for its obligations without a statutory amount limit.
• Shareholder (akcjonariusz): provides capital through shares, participates in the general meeting and is not liable for the SKA’s obligations solely because of shareholder status.
• The SKA itself may own assets, enter into contracts, employ people and sue or be sued in its own name. It is created only when entered in KRS.

Rules on relations between the general partners broadly follow the general-partnership model. Share capital, contributions to that capital, shares, the supervisory board and the general meeting broadly follow joint-stock-company rules unless the SKA provisions provide otherwise.

Liability of the SKA, general partners and shareholders

The SKA answers for its debts with its own assets. If enforcement against the partnership proves ineffective, a general partner may be liable personally, without a statutory cap, under the subsidiary-liability rules. A contribution to share capital does not release a general partner from that exposure. A shareholder is not liable for the SKA’s obligations merely by holding shares and still risks the economic value invested.

PLN 50,000 capital, dematerialised shares and the shareholder register

• The minimum share capital is PLN 50,000.
• Shares have no paper-document form. Non-public SKA shares are recorded in an electronic shareholder register maintained by an authorised entity, such as a brokerage house or eligible bank.
• The founders select the first register provider and the SKA must promptly enter into the relevant agreement.
• The register determines who is entitled from registered shares; issues, transfers, pledges and changes require coordinated corporate and register instructions.

A general partner may also take up shares or make contributions to other funds. That capital participation does not remove the general partner’s unlimited liability. Financing should therefore separate the partner’s governance role, contribution, shares, loans and distribution rights.

Statute, founders and business name

• The statute is executed as a notarial deed and is signed by the founders; at least all general partners must sign it.
• It states the business name and registered office, activity, duration if fixed, each general partner’s contribution and value, share capital and how it is collected, share numbers and classes, general-partner data, and the organisation of the general meeting and supervisory board where applicable.
• The business name contains the surname or business name of at least one general partner and the words spółka komandytowo-akcyjna; S.K.A. is permitted. If a legal person is a general partner, its full business name is included.
• Do not include a shareholder’s name in the business name.

An SKA cannot be formed using the S24 template. The statute must be tailored in a notarial deed, and the electronic KRS application is then filed through the Portal Rejestrów Sądowych (PRS).

Management, representation and corporate bodies

• General partners normally have the right and duty to manage the SKA and represent it, unless the statute or a court decision validly removes a particular right.
• An SKA normally has no management board. Matters reserved to the general meeting or supervisory board are not managed by the general partners.
• The general meeting includes both shareholders and general partners. It approves annual matters and decides on actions reserved by statute or law.
• A supervisory board is optional up to 25 shareholders and mandatory when the number exceeds 25. General partners and their employees generally cannot sit on it, subject to the statutory exception.

Some resolutions require the consent of all general partners, including a statute change, capital changes, the disposal or lease of the enterprise, bonds, merger, division, transformation and dissolution. Profit distribution to shareholders also requires unanimous general-partner consent. These veto rights should be reflected in the investment and exit model.

How to register an SKA in 2026

1. Map the general-partner and shareholder roles, liability, capital, votes, profit, financing and exit rules.
2. Choose the registered office, actual PKD 2025 codes and any regulated-activity approvals.
3. Select the entity that will maintain the shareholder register and prepare the founding resolutions.
4. Execute the statute as a notarial deed; at least all general partners sign.
5. File the electronic KRS application through PRS and attach the required data and documents.
6. Pay the PLN 500 court fee.
7. Wait for the KRS entry — only then does the SKA come into existence.
8. Complete PCC, accounting, CRBR, tax, bank, e-Delivery, register and operating steps.

Since 29 November 2025, the former PLN 100 fee for publication in Monitor Sądowy i Gospodarczy is no longer added to a new KRS entry. A guide that still quotes PLN 600 in court and publication fees is outdated.

The statute and later increases of capital may trigger PCC at 0.5% of the statutory taxable base. Because the statute is a notarial deed, the notary normally collects the tax. Confirm the base, deductions and any exclusion for the actual transaction.

CIT at SKA level and tax on profit distributions

A Polish SKA is a CIT taxpayer. The standard CIT rate is 19%; 9% may apply to qualifying small or new taxpayers for non-capital-gains income within the statutory EUR 2 million current-year revenue limit and subject to exclusions. The lower rate is not automatic and should be tested for the SKA’s history, ownership and income type.

• A distribution to an individual shareholder is generally taxed at 19%. A corporate shareholder may, if all statutory ownership, holding-period and residence conditions are met, qualify for the dividend exemption; treaties and withholding procedures may also matter.
• A general partner may credit its proportionate share of the SKA’s CIT against the tax on a distribution, within the statutory cap and time rules. The calculation differs for a PIT taxpayer and a CIT taxpayer.
• The 50% exemption capped at PLN 60,000 for a limited partner in a sp.k. does not apply to an SKA shareholder.
• Model the SKA and every partner separately before forming the entity or declaring a distribution.

Full accounting, annual reporting and audit

• Keep full accounting books from the first transaction and maintain separate evidence for share capital, other funds, shareholder-register events and distributions.
• Prepare, sign, approve and file the annual financial statements in the KRS financial-document repository within the applicable deadlines.
• Prepare the management report where required for an SKA under the Accounting Act.
• A statutory audit is not automatic for every SKA. It is required when the entity is in a mandatory category or meets the applicable thresholds; if an audit is required, the general meeting selects the audit firm.

Post-registration duties in 2026

• Report beneficial owners to CRBR within 14 days of KRS registration or a relevant change; Saturdays and statutory holidays are excluded when counting.
• Create and monitor the e-Delivery address; new KRS entities have done this during registration since 1 January 2025.
• Complete supplementary tax data where required, open and report the bank account, and assess VAT and VAT-UE before relevant transactions. An SKA is not automatically a VAT or excise taxpayer merely because it is registered.
• Use PKD 2025 for a new KRS entry; KRS displays up to ten codes, including one principal activity.
• Prepare invoicing, permissions and processes for receiving and issuing invoices in KSeF under the 2026 timetable.
• Keep the shareholder register provider informed of every corporate event affecting registered rights.

ZUS: general partner and shareholder are treated differently

A natural-person general partner in an SKA is treated as a person conducting non-agricultural activity for social-insurance purposes and may have personal social and health contribution duties. A shareholder does not become subject to those contributions solely by holding SKA shares. Employment, another insurance title, residence, cross-border work and A1 rules can change the result, so assess every person separately.

Can a foreign founder form or join an SKA?

EU and EEA nationals generally conduct business on the same terms as Polish nationals. Other foreign persons may, subject to treaties and special rules, form and join an SKA even when they do not have a status permitting a CEIDG sole proprietorship. Verify sanctions, regulated sectors, foreign-investment controls, documents, beneficial ownership and tax residence for the actual founders.

When an SKA may fit — and when it may not

• It may fit when a stable general partner will manage the business and accept broad liability, while investors need shares, general-meeting rights and a formal capital structure. It can also support a tailored family, investment or succession model after legal and tax analysis.
• It may be a weak fit for a one-person project, founders who all expect direct management, a low-cost launch, simple bookkeeping, rapid informal share transfers or automatic single taxation.
• Compare an SKA with a sp. z o.o., prosta spółka akcyjna, spółka akcyjna and sp.k. using total tax, ZUS, liability, capital, investor rights, accounting, register-provider costs and exit mechanics.

Practical launch checklist

1. Assign the general-partner and shareholder roles.
2. Model personal liability and insurance for every general partner.
3. Set capital, share classes, votes, profit, veto, financing and exit rules.
4. Select the shareholder-register provider and PKD 2025 codes.
5. Execute the notarial statute and file through PRS.
6. Verify the KRS entry and activate the register relationship.
7. Complete PCC, CRBR, tax, bank and e-Delivery steps.
8. Start full accounting, management reporting and the annual calendar.
9. Model CIT and distributions for every partner.
10. Configure VAT, payroll and KSeF where relevant.
11. Review residence and work rights separately for foreign participants.

inPL can coordinate accounting, payroll and HR and Poland market entry — from the registration checklist and document flow to recurring tax, payroll and reporting deadlines. Individual legal and tax positions should be confirmed with an authorised adviser.

Legal, tax and social-insurance information verified on 19 August 2026. The outcome depends on the statute, founders, transactions, residence and current thresholds. Recheck rates, filing forms, limits and each participant’s circumstances before forming the SKA or distributing profit.