Explainer
Share capital in Poland - what it means and how much it should be
A complete guide to share capital in Polish companies: statutory minimums for each legal form, how it appears in financial statements, and what amounts entrepreneurs actually register - with real data from KRS.
Published: May 1, 2026
Min. capital - sp. z o.o.
5 000 zł
KSH art. 154 § 1
Min. capital - S.A.
100 000 zł
KSH art. 308 § 1
Min. capital - P.S.A.
1 zł
KSH art. 300³ § 1
What share capital is
Share capital is the amount contributed to a company by its shareholders in exchange for shares (in a spółka z o.o.) or stock (in an S.A., P.S.A., or S.K.A.). On the balance sheet it sits on the liabilities side under "Subscribed capital" - the first item of equity that a creditor sees when assessing a counterparty.
The KRS-registered figure does not mean the company currently holds that amount in cash. Share capital is contributed once at registration (or raised by notarial deed afterwards) and then becomes part of the company's working assets. The number in the registry shows how much was declared, not what sits in the bank today.
Statutory minimums
The Polish Commercial Companies Code (KSH) sets a separate minimum for each legal form. The table below summarises the thresholds in force, with references to the specific articles.
| Legal form | Minimum capital | Notes | Source |
|---|---|---|---|
| Limited liability company (sp. z o.o.) | 5.0 K PLN per share ≥ 50 PLN | Most popular form. Capital is divided into shares with a nominal value of at least PLN 50. | KSH art. 154 § 1–2 |
| Simple joint-stock company (P.S.A.) | 1 PLN | Symbolic threshold of PLN 1. Shares have no nominal value; no classical share-capital reserve is required. | KSH art. 300³ § 1 |
| Joint-stock company (S.A.) | 100.0 K PLN per share ≥ 0.01 PLN | At least 25% of the capital must be paid up before registration. Nominal share value ≥ 1 grosz. | KSH art. 308 § 1–2, art. 309 § 3 |
| Limited joint-stock partnership (S.K.A.) | 50.0 K PLN | Hybrid form combining features of a limited partnership and a joint-stock company. | KSH art. 126 § 2 |
| Limited partnership (sp.k.) | no minimum | No statutory minimum. Capital comes from partner contributions (general + limited partner). | KSH art. 102 |
| Registered partnership (sp.j.) | no minimum | No statutory minimum capital. Partners bear unlimited joint and several liability. | KSH art. 22 |
| Professional partnership (sp.p.) | no minimum | Form for liberal professions (lawyers, doctors, etc.). No minimum capital. | KSH art. 86 |
| Civil-law partnership (s.c.) | no minimum | Not a legal entity and has no share capital - it is a contract between sole traders. | Kodeks cywilny art. 860 |
| Cooperative | no minimum | No statutory capital minimum. The members' fund is built from member contributions per the bylaws. | Prawo spółdzielcze art. 78 |
| Foundation | 1.0 K PLN | The act sets no fixed amount, but the founding fund must be material - in practice PLN 1,000 for a foundation without business activity, plus an additional PLN 1,000 dedicated to business activity if conducted. | Ustawa o fundacjach art. 3 ust. 2; art. 5 ust. 5 |
| Association | no minimum | No share capital. Founded by at least 7 members (3 for an ordinary association). | Prawo o stowarzyszeniach art. 9; art. 40 |
| Branch of a foreign entrepreneur | no minimum | A branch has no separate capital - it operates within the parent company's capital. | Ustawa o zasadach uczestnictwa przedsiębiorców zagranicznych art. 14 |
| European Company (SE) | no minimum | Minimum capital is EUR 120,000 (PLN equivalent at the registration-day exchange rate). | Rozporządzenie Rady (WE) 2157/2001 art. 4 ust. 2 |
Data: Polish Commercial Companies Code (KSH) and related acts, as of 2026-05-01.
What entrepreneurs actually register
The statutory minimum is just the entry threshold. In practice, share-capital figures span a very wide range. The median for companies registered in Warsaw shows where founders typically settle:
Share capital in WARSZAWA - observed values
n = 207,209 · PLN
Median
5.0 K PLN
across registered companies
Average
2.6 M PLN
Lowest
0.25 PLN
Highest
38.5 B PLN
These values cover every company in the city - from micro-enterprises to the largest employers. The median sits noticeably above the statutory minimum, confirming what most founders do: contribute what their planned scale of operations justifies, rather than what the law allows.
The largest share capitals in Poland
The right tail of the distribution is occupied by companies whose capital runs into hundreds of millions of złotys. Most are listed companies, sole-shareholder State Treasury entities, or Polish subsidiaries of large international groups. The ranking below sorts them by net revenue for the most recent reporting year - at this scale share capital scales with the size of operations:
Top 10 companies in warszawa
| # | Company | City | Revenue |
|---|---|---|---|
| 1 | TOTALIZATOR SPORTOWY | WARSZAWA | 52.2 B PLN |
| 2 | ANWIM | WARSZAWA | 12.6 B PLN |
| 3 | EURO - NET | WARSZAWA | 11.2 B PLN |
| 4 | POLSKIE LINIE LOTNICZE LOT | WARSZAWA | 9.9 B PLN |
| 5 | SAMSUNG ELECTRONICS POLSKA | WARSZAWA | 8.7 B PLN |
| 6 | MAKRO CASH AND CARRY POLSKA | WARSZAWA | 6.9 B PLN |
| 7 | RENAULT POLSKA | WARSZAWA | 6.4 B PLN |
| 8 | PKP INTERCITY | WARSZAWA | 5.5 B PLN |
| 9 | TUI POLAND | WARSZAWA | 4.9 B PLN |
| 10 | ALSO POLSKA | WARSZAWA | 4.8 B PLN |
Share capital vs. equity - don't confuse them
The two concepts are often mixed up. Equity (kapitał własny) includes:
- share capital (the figure recorded in KRS),
- supplementary and reserve capital (e.g. share premium, retained earnings),
- the current year's net profit or loss,
- undistributed results from prior years.
A company with a few profitable years has equity many times larger than its share capital. A company with persistent losses can end up with equity lower than the registered share capital - a warning signal. If losses in an S.A. exceed the sum of supplementary and reserve capital plus half of share capital, the management board is legally required to convene a general meeting without delay (KSH art. 397).
“The amount of share capital is not, on its own, a guarantee of solvency - what matters is its ratio to liabilities and the value of the company's assets.”
Increasing or decreasing the capital
Raising the capital of a sp. z o.o. requires a shareholders' resolution (usually a 2/3 majority, unless the articles say otherwise) and a notarial amendment to the articles - unless the articles already allow an increase without amendment, by raising the value of existing shares or issuing new ones. Every change must be filed with KRS within 7 days, alongside a court fee and a 0.5% civil-law transaction tax (PCC).
In an S.A. the process is more formal - a general-meeting resolution by a 3/4 supermajority, a prospectus for any public issue, and registration of the change with the registry court.
Reducing the capital is harder: in a sp. z o.o. it requires an MSiG announcement and a 3-month creditor objection window (KSH art. 264). In an S.A. the protections are even stricter (KSH art. 456–458).
Key takeaways
- The minimum is a legal floor, not a recommended amount. A sp. z o.o. needs PLN 5,000; an S.A. needs PLN 100,000; a P.S.A. needs a symbolic PLN 1.
- The KRS figure reflects the declared sum of contributions, not the company's current bank balance.
- Share capital is not the same as equity. Equity moves with results; share capital changes only after a formal resolution and a registry update.
- When vetting a counterparty, look at the ratio of equity to liabilities and the trend of results - not the bare KRS number.
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