How to take money out of a sp. z o.o. in 2026: dividend and salary

You usually take money out of a sp. z o.o. (Polish limited liability company) as a dividend from profit or as pay for work or management. On a dividend from PLN 100,000 of pre-tax profit, a small CIT taxpayer pays PLN 9,000 of CIT, the shareholder pays PLN 17,290 of dividend tax, and PLN 73,710 reaches the shareholder; at the 19% CIT rate the figure is PLN 65,610.

Law as of 9 October 2026.

A sp. z o.o. is a separate taxpayer. Its money is not the shareholder's money, even if you own 100% of the shares. Every payout needs a legal basis: a profit distribution resolution, a contract or a pay resolution, or a loan agreement. A payout without a basis must be returned, and the board members are jointly liable for it with the recipient (art. 198 § 1 KSH, the Commercial Companies Code).

Payout methods at a glance

If you are the sole shareholder, you pay ZUS contributions as the shareholder of a single-member sp. z o.o. anyway (art. 8 ust. 6 pkt 4 of the Social Insurance System Act). In 2026 that is PLN 1,788.29 of social contributions a month (PLN 1,926.76 with sickness insurance) plus a PLN 830.58 health contribution (9% of the Q4 2025 average wage, art. 81 ust. 2za of the Publicly Funded Healthcare Act). You can estimate the cost of running a company in the company cost calculator.

Dividend: how it works

A shareholder has the right to a share in the profit shown in the annual financial statements and allocated for distribution by the shareholders' meeting (art. 191 § 1 KSH). Unless the articles say otherwise, profit is split in proportion to shares (art. 191 § 3 KSH).

You can distribute at most the profit for the last financial year plus undistributed profits from earlier years and amounts from the supplementary and reserve capitals created from profit. You reduce this amount by uncovered losses and own shares (art. 192 KSH).

Step by step

1. Close the year and prepare the financial statements.
2. Hold the ordinary shareholders' meeting within 6 months after the end of the financial year, so by 30 June for a calendar year (art. 231 § 1 KSH).
3. Approve the statements and adopt the profit distribution resolution (art. 231 § 2 pkt 1 and 2 KSH). In a single-member company, the sole shareholder adopts the resolution (art. 156 KSH).
4. Set the dividend record date (dzień dywidendy) and the payment date. The record date falls within 2 months of the resolution; if none is set, it is the resolution date (art. 193 § 3 KSH). If no payment date is set, the dividend is paid promptly after the record date (art. 193 § 4 KSH).
5. On payment, the company as the payer (płatnik) withholds 19% tax (art. 41 ust. 4 PIT Act).
6. The company pays the withheld tax to the tax office by the 20th of the month after the month of withholding (art. 42 ust. 1 PIT Act).
7. By the end of January of the following year, the company files the annual PIT-8AR return (art. 42 ust. 1a PIT Act).

You do not combine the dividend with other income in your annual return (art. 30a ust. 7 PIT Act). The tax withheld by the company closes the settlement on your side.

Example: PLN 100,000 of profit as a dividend

Assumptions: the company's taxable income equals its pre-tax profit, and all net profit goes to the shareholder.

The 9% CIT rate applies to small taxpayers with revenue up to the equivalent of EUR 2 million (PLN 8,431,000 in 2026) and to companies in their first year of activity, with the exclusions in art. 19 ust. 1a of the CIT Act (art. 19 ust. 1 pkt 2 CIT Act). It does not cover revenue from capital gains.

Pay: employment contract, appointment, management contract

Pay for a shareholder who works in or manages the company is a tax-deductible cost for the company. It lowers the CIT base, but for the shareholder it is taxed on the scale: 12% up to PLN 120,000 of income and 32% above, with a tax-reducing amount of PLN 3,600 (art. 27 ust. 1 PIT Act).

Employment contract (umowa o pracę)

Employment income is taxed like any salary (art. 12 ust. 1 PIT Act). The company can book it as a cost in the month it is due for, if it pays on time (art. 15 ust. 4g CIT Act).

An employment contract requires work under the employer's direction (art. 22 § 1 of the Labour Code). When the sole shareholder is also the sole board member, such subordination is hard to show. Such a contract also requires the form of a notarial deed (art. 210 § 2 KSH).

Board appointment (powołanie)

A board member can be paid on the basis of the appointment resolution alone. A shareholders' resolution can set the pay rules, including a maximum amount (art. 203¹ KSH). This income counts as personally performed activity (art. 13 pkt 7 PIT Act), and the company withholds PIT advances (art. 41 ust. 1 PIT Act).

An appointment is not a social insurance title under art. 6 ust. 1 of the Social Insurance System Act. A person appointed who receives pay for the role does, however, pay the 9% health contribution (art. 66 ust. 1 pkt 35a and art. 79 ust. 1 of the Health Care Benefits Act).

Management contract (kontrakt menedżerski)

Income from a management contract is a separate source (art. 13 pkt 9 PIT Act). Such a service contract is subject to contributions like a mandate contract (umowa zlecenia) (art. 6 ust. 1 pkt 4 Social Insurance System Act). In a contract with a board member, the company is represented by the supervisory board or by a proxy appointed by a shareholders' resolution (art. 210 § 1 KSH).

Loan from the company to a shareholder

A loan is not a profit payout but a debt you must repay. If a board member takes the loan, the shareholders' meeting must consent (art. 15 § 1 KSH). When the sole shareholder is the sole board member, the agreement requires a notarial deed (art. 210 § 2 KSH).

A shareholder with at least 25% of the shares and the company are related parties (art. 11a ust. 1 pkt 4 and ust. 2 CIT Act). The loan terms, including interest, should therefore match market terms. Otherwise the tax office can determine the company's income without those terms (art. 11c ust. 1 and 2 CIT Act).

Interim dividend (zaliczka na dywidendę)

You can pay an advance on the dividend during the year if you meet all the conditions:

1. The articles authorise the board to pay an advance (art. 194 KSH).
2. The company has enough funds for the payout (art. 194 KSH).
3. The approved financial statements for the previous year show a profit (art. 195 § 1 KSH).
4. The advance does not exceed half of the profit earned since the end of the previous financial year, plus reserve capitals created from profit that the board may use, minus uncovered losses and own shares (art. 195 § 1 KSH).

If the year ends with a loss, the shareholders return the advance in full. If the profit is lower than the advances, they return the excess (art. 195 § 1¹ KSH). The company withholds 19% PIT on the advance just as on a dividend (art. 30a ust. 1 pkt 4 and art. 41 ust. 4 PIT Act).

Estonian CIT in one paragraph

Under the lump-sum tax on company income (estoński CIT), tax is due only when profit is paid out: 10% for a small taxpayer and a company starting its activity, 20% for others (art. 28o ust. 1 CIT Act). The shareholder reduces the dividend tax by 90% or 70% of the lump-sum tax attributable to them (art. 30a ust. 19 PIT Act). A loan to a shareholder then counts as hidden profit (ukryte zyski) and is subject to the lump-sum tax (art. 28m ust. 3 pkt 1 CIT Act).

If you are only setting up the company, start with the guide how to start a sp. z o.o..

Frequently asked questions

How much tax do I pay on a dividend from a sp. z o.o. in 2026?

You pay 19% flat PIT on the dividend, withheld by the company. Before that, the company pays 9% or 19% CIT on the profit, so the total burden is 26.29% or 34.39%.

By when must the profit distribution resolution be adopted?

The ordinary shareholders' meeting should take place within 6 months after the end of the financial year (art. 231 § 1 KSH). For a calendar year, that is 30 June.

Do I pay ZUS contributions on a dividend?

No. A dividend is not among the insurance titles in art. 6 ust. 1 of the Social Insurance System Act. A sole shareholder still pays contributions as the shareholder of a single-member company, regardless of the dividend.

Can I pay a dividend during the year?

Yes, as an interim dividend, if the articles allow it, the previous year closed with a profit, and the advance does not exceed half of the current profit (art. 194 and 195 KSH).

Is a loan from the company taxed like a dividend?

Under standard CIT, no, because the loan must be repaid. Under Estonian CIT, a loan to a shareholder is hidden profit and is subject to the lump-sum tax.