JDG or Sp. z o.o.? Which one a Turkish citizen can set up in Poland

The question we hear most often in the first call from Turkish citizens who want to start a business in Poland is not "which form" but "which is cheapest". The cheapest is the sole proprietorship (JDG); but for most Turkish citizens the question does not end there, because the right to set up a JDG depends on residence status before it depends on tax. This article first answers "who may", then explains the real differences between the two forms.

Short answer: For non-EU citizens the sole proprietorship (JDG) is open only with specific residence statuses: permanent residence, EU long-term residence, family reunification, marriage to a Polish citizen, full-time student residence, the EU Blue Card, the Pole's Card and a few protection statuses. For someone newly arriving from Turkey without one of these, the route is the limited liability company (Sp. z o.o.), which is open to everyone. A Sp. z o.o. is more expensive and carries heavier bookkeeping, but it limits liability and can be the basis of a residence application.

Right first, preference second: who may set up a JDG

Poland's 2018 act on the business activity of foreigners defines three groups. EU and EEA citizens may set up any form on the same terms as Poles. The second group is other foreigners holding a specific residence status; they too may, on the same terms, JDG included. The third group is everyone else, who may only form capital or limited partnerships: the limited liability company (Sp. z o.o.), the simple joint-stock company, the joint-stock company and the limited partnership.

The statuses that open the door to a JDG, per the official business portal biznes.gov.pl: permanent residence; EU long-term residence; the EU Blue Card and long-term mobility tied to it; temporary residence for family reunification; temporary residence granted to spouses of Polish citizens; temporary residence for full-time studies; residence for scientific research; the "business activity" residence granted to continue an activity already registered in CEIDG; refugee status, subsidiary and temporary protection, humanitarian and tolerated stay; a valid Pole's Card. US and Swiss citizens are free under bilateral agreements.

Turkey is not on that list. The special rights Turkish citizens derive from the association agreement with the EU concern mainly employment; they do not create a general exemption for sole proprietorships. There are legal arguments that can be raised in an individual case, but those are a lawyer's work and do not change the general rule.

In practice this means: someone living in Turkey who wants to start a business in Poland cannot set up a JDG; a Turkish citizen with family-reunification residence in Poland, studying full-time, or holding permanent residence can. Which group you are in is the first question of the first call.

Sp. z o.o.: open to everyone, with its own rules

You can form a limited liability company regardless of status, including from Turkey, by power of attorney and largely remotely. The statutory minimum share capital is PLN 5,000; a 0.5% transaction tax is paid on the capital. Formation is done either before a notary or with a template agreement in the electronic S24 system; S24 is cheaper and faster, but the agreement cannot depart from the template and an electronic signature is required. After registration the obligations of the first 90 days begin: CRBR, e-delivery, NIP-8, VAT registration, ZUS.

No Polish residence is needed to be a board member of a Sp. z o.o.; but the person who signs on behalf of the company must have access to an electronic signature (qualified signature or trusted profile), otherwise the post-registration filings are missed. This must be solved before formation.

The real differences between the two forms

Liability. In a JDG the business is you: you are liable for its debts with your personal assets, without limit. In a Sp. z o.o. liability is, as a rule, limited to the company's assets; board members become personally liable only in specific cases of neglect (above all failing to file for insolvency in time). For someone bringing goods from Turkey to sell in Europe and signing supplier and marketplace contracts, this difference alone can be decisive.

Tax. In a JDG profit is subject to personal income tax (PIT), with a choice among several taxation methods. In a Sp. z o.o. the company pays corporate income tax (CIT); a reduced rate applies to small taxpayers, the standard rate to others. When profit is distributed to the shareholder it is taxed a second time as dividend tax; this is called "double taxation" and is the most discussed disadvantage of the Sp. z o.o. Rates, and which option is favourable in which case, change by year and turnover; the certified accountant partner calculates this.

ZUS (social security). A JDG owner pays contributions in their own name; there are reduced periods for new starters. A Sp. z o.o. itself pays no ZUS unless it hires staff; however, the shareholder of a single-shareholder Sp. z o.o. is treated as insured in their own name like a JDG owner and pays full contributions, with no start-up relief. With two or more shareholders there is no such obligation. This is the item most often overlooked when choosing the form; discovered later, it produces back-dated debt.

Bookkeeping. A JDG in most cases keeps simplified records; a Sp. z o.o. keeps full books and has a monthly accountant cost. Formation costs differ too: JDG registration is free, a Sp. z o.o. involves a notary or S24 fee, a court fee and the transaction tax. These are not fixed figures; we put them in writing in the first call.

Closing down. A JDG closes with a notification; a Sp. z o.o. goes through liquidation, which takes months. Before forming a Sp. z o.o. for a temporary project, factor in the cost of exit.

The residence angle

Since a JDG is closed to someone without residence anyway, the question is how a Sp. z o.o. can be the basis for residence. There are two routes. Whoever founded the company or holds shares in it applies for the same permit, whether as a shareholder or as a board member: "temporary residence for business activity" (Act on Foreigners art. 142). The law requires the company either to have earned, in the previous tax year, income of at least 12 times the voivodeship's average monthly gross wage, or to have employed at least two full-time staff on open-ended contracts for at least a year. A newly formed company cannot show this history; the law then allows an application based on resources or activities (such as investment, technology or hiring) showing it will meet the conditions in future, and the assessment is at the authority's discretion. The business plan and proof of capital therefore decide the first application; some people prefer to spend the first period on another basis (work, family). The authority always decides; we run the application with the immigration partner. Details at the Start a company stop.

Decision list

• I live in Turkey and will start a business in Poland → Sp. z o.o. A JDG requires a residence status; a Sp. z o.o. can be formed remotely, regardless of status.
• I have family-reunification or spouse residence in Poland → JDG or Sp. z o.o. JDG is open; decide by liability and turnover.
• I am a full-time student in Poland → JDG or Sp. z o.o. JDG is open; at small scale a JDG is usually enough.
• I hold temporary residence for work → Sp. z o.o. This status does not open the door to a JDG.
• I hold permanent or EU long-term residence → JDG or Sp. z o.o. Both open; choose by scale and liability.
• I will form with partners and sell to Europe → Sp. z o.o. (2+ shareholders). Limited liability; no single-shareholder ZUS burden.

Related reading: Taxes in Poland 2026: company, VAT, income · Residence through a company in Poland: conditions · Accounting in Poland: company and JDG duties

Frequently asked

Is there no way at all for a Turkish citizen to set up a JDG in Poland?

There is, but through status: family reunification, a Polish spouse, full-time studies, permanent residence and the like. Without one of these the JDG is closed; individual legal arguments based on the association agreement are assessed with a lawyer and do not change the general rule.

Will I get residence by forming a Sp. z o.o.?

Formation alone gives no residence. A founder or shareholder applies for the "business activity" residence; it looks at the company's previous-tax-year income or employment, and for a new company at a plan showing it will meet the conditions in future. The authority decides.

Should I form alone or with a partner?

In a single-shareholder Sp. z o.o. the shareholder pays ZUS contributions in their own name; with a second genuine shareholder that burden does not exist. But a partnership is not formed for ZUS alone; shareholding, decision-making and exit rules must be written into the agreement from the start. We settle that with the lawyer partner.

How we run it

In the first call we first clarify your status: which form is open to you and which is closed. Then we choose the form together by scale, liability, shareholder structure and residence plan, and run the formation documents, the KRS or CEIDG registration, the tax registrations and the post-formation calendar in one Turkish-speaking coordination. The notary, legal acts and tax calculations sit with licensed partners; decisions with the authorities. No fixed packages: your situation first, then a written proposal.

Sources

• What business activity a foreigner may run in Poland — biznes.gov.pl
• Act on foreign entrepreneurs (6 March 2018) — ISAP, Sejm
• Forming a company online in the S24 system — biznes.gov.pl
• Temporary residence for business activity — Mazowieckie Voivodeship Office
• Employment of Turkish citizens — Wielkopolska Voivodeship Office
• Act on Foreigners (ustawa o cudzoziemcach) — ISAP, Sejm

Last checked: 26 September 2026. This article is general information; your own case needs assessment by a licensed partner.

Tell us your situation or see the Start a company page.

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This article is for information only and is not legal or tax advice. Basis: the Act of 6 March 2018 on the business activity of foreigners (art. 4), the official biznes.gov.pl list, art. 142 of the Act on Foreigners, the Commercial Companies Code, as of September 2026. Tax rates and contribution amounts change by year; for your own case the last word rests with the certified accountant and lawyer partners.