This article is for owners of a spółka z o.o. (the Polish limited liability company) and those who are only planning to set one up. Estoński CIT (Estonian CIT, ryczałt od dochodów spółek, the lump-sum tax on company income) moves the tax to the moment when profit leaves the company for the shareholders: while the money stays in the firm, no CIT is paid. It suits companies whose shareholders are individuals only and which have employees, and on payment of a dividend CIT and PIT together, according to the Ministry of Finance’s calculation, come to 20% for a small taxpayer and 25% for others.
How estoński CIT works
- There is no tax and there are no advance payments during the year as long as the spółka does not distribute profit or carry out actions that the law treats as equivalent to a distribution.
- The 10% rate applies to a small taxpayer (sales including VAT for the previous year no more than 2 million euro, which for 2026 is 8 517 000 zł) and to a firm that is starting its activity. The 20% rate applies to everyone else.
- The shareholder pays 19% PIT on the dividend, but this tax is reduced by 90% (at the 10% rate) or by 70% (at the 20% rate) of the ryczałt that the spółka paid on the distributed profit, in proportion to their share.
- The spółka keeps full accounting and files an annual financial statement, just as under ordinary CIT. The CIT-8E return is filed electronically by the end of the third month of the following year.
The general differences between a JDG and a spółka, including ordinary CIT at 9% and 19%, are in the article JDG or spółka z o.o.
Conditions for 2026
The conditions are listed in art. 28j of the ustawa o CIT (the CIT Act), and all of them must be met at once:
- Legal form: spółka z o.o., akcyjna, prosta spółka akcyjna, komandytowa or komandytowo-akcyjna.
- Shareholders are individuals only. A shareholder may not be a founder or beneficiary of a foundation, trust or similar structure; an exception is made for a fundacja rodzinna (family foundation).
- Employment. At least 3 people on an umowa o pracę (employment contract) in full-time equivalents, not from among the shareholders, for at least 300 days a year. Or payments to at least 3 people under other contracts, for example an umowa zlecenia (contract of mandate), totalling at least three average wages in the enterprise sector per month, if the spółka pays PIT or contributions on them.
- Employment relief. For a small taxpayer in its first year on estoński CIT, 1 full-time employee or payments to 1 person totalling one average wage is enough. A new firm is exempt from this condition in the year it starts activity and the 2 following years, but from the second year it must add at least 1 full-time post a year.
- Passive income below 50% of revenue including VAT for the previous year: interest, loans, licences and copyright, financial instruments, transactions with related parties without economic added value.
- No shares in other companies, units in investment funds or participation in partnerships.
- Financial reporting not under IFRS (MSR).
There is currently no revenue limit for the right to estoński CIT. The threshold of 100 million zł applied in 2021; since 2022 this condition has been abolished. Ryczałt is closed to financial companies, firms in liquidation or bankruptcy, recipients of an exemption in a special economic zone and, for 24 months, to some companies created by merger, division or contribution of an enterprise.
Ukryte zyski and other triggers for tax
Tax is also paid on other benefits to shareholders, not only on the dividend. Most often these are:
- a loan from the spółka to a shareholder or a person related to them, as well as interest on a shareholder’s loan to the firm;
- the difference between the market price and the transaction price in a deal with a related party;
- gifts and entertainment expenses (reprezentacja);
- a car and other assets used not only for the firm: 50% of the costs of it count as ukryty zysk (hidden profit);
- expenses unrelated to the business (wydatki niezwiązane z działalnością gospodarczą);
- profit allocated to increasing the share capital or to covering losses incurred before the switch to ryczałt.
A shareholder’s salary under an employment contract or for work on the management board is not treated as ukryty zysk within five average wages paid by the firm, but no more than five average wages in the enterprise sector per month. Tax on ukryte zyski and on expenses unrelated to the business is paid by the 20th day of the following month. Tax on distributed profit is paid by the end of the third month of the following year.
How to switch
- File a ZAW-RD notification with the urząd skarbowy (tax office) by the end of the first month of the first year on ryczałt. If the tax year coincides with the calendar year, the deadline is 31 January. A new spółka files it by the end of the first month of its first tax year.
- You can also switch during the year: for this, the books are closed on the last day of the previous month and a financial statement is drawn up.
- Ryczałt is chosen for 4 years and is automatically extended for another 4 unless you opt out in the return for the last year.
- A company that has lost the right to ryczałt can return no earlier than after 3 tax years, and no earlier than after 36 months. On exit, profit earned on ryczałt and not distributed is taxed.
Example: profit of 220 000 zł, small taxpayer
This is a teaching example, not a client case. Amounts are rounded, tax profit equals accounting profit, and there is one shareholder. Profit before tax is 220 000 zł, and all of it is paid out to the shareholder.
- Ordinary CIT at 9%. CIT 19 800 zł, dividend 200 200 zł, PIT at 19% on it 38 038 zł. The shareholder receives about 162 160 zł; taxes in total about 57 840 zł.
- Estoński CIT at 10%. The spółka distributes 200 000 zł and pays ryczałt of 20 000 zł on it. PIT at 19% on the dividend, 38 000 zł, is reduced by 90% of the ryczałt, by 18 000 zł, leaving 20 000 zł payable. The shareholder receives 180 000 zł; taxes in total 40 000 zł.
The difference is about 17 840 zł a year. If the profit stays in the firm for development, under ordinary CIT the spółka pays 19 800 zł during the year, and under estoński CIT nothing until the money is paid out. The Ministry of Finance’s calculation for 100 zł of distributed profit gives the same shares: 20% instead of 26.29% for a small taxpayer and 25% instead of 34.39% for others.
When it pays off and when it does not
Most often the winners are firms that reinvest profit, already have employees or are ready to hire them, and whose shareholders do not use the firm’s assets for personal purposes. The benefit is smaller or disappears if:
- the spółka has a shareholder that is a legal entity, or the spółka itself holds shares in other companies;
- the firm works without employees and does not plan to hire: the employment condition cannot be met after the relief period;
- there are many mixed expenses on a car, entertainment, gifts, loans to shareholders: all of this is taxed immediately;
- the firm has large losses from previous years: on ryczałt they cannot be deducted, and profit used to cover them is taxed.
On 22 September 2026 the government approved the draft UD116, which from 2027 is intended to clarify the employment condition, the rules on ukryte zyski and on switching during the year, and to remove the consequences of formal errors in such a switch. On the check date this is a draft; the law has not been adopted.
Frequently asked questions
Can estoński CIT be chosen immediately after registering a spółka?
Yes. ZAW-RD is filed by the end of the first month of the first tax year. The rate for a start-up firm is 10%, and the employee condition does not apply in the year of starting and the 2 following years, but from the second year 1 full-time post a year must be added.
Can a shareholder receive a salary in a spółka on estoński CIT?
Yes. A salary under an employment contract and remuneration for work on the management board are not taxed as ukryty zysk within the limit of five average wages. However, the shareholders themselves do not count towards the three-employee condition.
What happens if the employment condition is not met in a given year?
The spółka loses the right to ryczałt from the end of that year. Undistributed profit earned on ryczałt is taxed on exit, and a return is possible no earlier than after 3 tax years, and no earlier than after 36 months.
We keep the full accounts of spółki, monitor the conditions of estoński CIT and calculate what is more favourable on your figures: accounting for a spółka. If you do not yet have a spółka, we will help with registering a spółka z o.o. The cost of bookkeeping is shown by the calculator on this page.
Checked as of 5 October 2026. This is general information, not tax advice.
Sources: biznes.gov.pl: estoński CIT, podatki.gov.pl: informacje podstawowe CIT estoński, ustawa o CIT, tekst jednolity Dz.U. 2026 poz. 554, gov.pl: projekt UD116.
