Guide · setting up a company

Poland vs Estonia: setting up a company

Costs, registration time, destination taxes and yearly duties side by side, from the same official data as the setup cost calculator.

Poland and Estonia both let a founder register a limited company online: Poland through the S24 system for a sp. z o.o., Estonia through the e-Business Register for an OÜ. For someone choosing between them, the contrasts fall into four groups: the signature and identity a founder needs, the official fees and firms’ prices, how the company’s profit is taxed, and the yearly filings.

This guide lays out the official facts for both, each with the date its source was read. It does not say which one to choose. That depends on your residence, the place the company is managed from, its customers and the type of income it will have. Keep your home country in view too. It may charge tax on the dividends you take out, and where it has rules for foreign companies its residents control, it may tax the company’s profits as well.

At a glance

PolandEstonia
Company typeLimited liability company (sp. z o.o.) registered online in S24Private limited company (OÜ), founded online with e-Residency
Official fees at setupPLN 315EUR 415
Official fees every yearNone publishedNone published
Company formation by a firmPLN 525 to PLN 1,380 one-offEUR 294 to EUR 499 one-off
Accounting and annual accountsPLN 5,100 to PLN 9,000 per yearEUR 300 to EUR 948 per year
Registration timeAbout 1 dayAbout 1 day
Minimum share capitalMinimum share capital PLN 5,000; the nominal value of a share may not be lower than PLN 50Minimum EUR 0.01 with one shareholder, paid in full before the application is submitted
Corporate tax19%; 9% for small taxpayers and in the first year, with revenue up to EUR 2 million22% (22/78 of the net amount) only when profit is distributed; retained profit is not taxed
Tax on dividends to a non-resident individual19% on dividends paid to individualsNot taxed in Estonia for non-resident individuals from 2025
VAT23%; exemption up to PLN 240,000 of sales a year for businesses with a seat in Poland24%; registration above EUR 40,000 of taxable supplies from the start of the year

Firms' figures are starting prices published by firms on Accountanty (the lower to the upper quartile with at least 8 firms; "from" with 5 to 7; on request below 5). Tax lines are summaries: the full rules and sources are further down.

Cost to set up and run the company

The calculator's estimate for each company type with its default services: company formation, accounting and the services the law requires.

Poland

Setup cost PLN 840 to 1,690 about EUR 192 to 387
Every year PLN 5,590 to 9,960 about EUR 1,280 to 2,280
Open the calculator for Poland

Estonia

Setup cost EUR 709 to 914
Every year EUR 442 to 1,240
Open the calculator for Estonia

Taxes on the destination side

Your country of residence may tax the dividends you receive, and it may also tax the company's profits under its rules on foreign companies controlled by its residents. A company managed from your country may be treated as resident there. This is general information, not tax advice.

Poland

Corporate tax

  • Corporate income tax rate 19%. api.sejm.gov.pl
  • 9% on income other than capital gains when revenue in the tax year does not exceed the PLN equivalent of EUR 2,000,000 and the company is a small taxpayer or in its first year of activity; companies formed from an existing business are excluded. api.sejm.gov.pl

Tax on dividends paid abroad

  • Dividends paid to individuals, including non-resident individuals, bear a 19% flat tax. api.sejm.gov.pl
  • Dividends paid to companies bear 19%; they are exempt for an EU or EEA parent company holding at least 10% for two years without a break. api.sejm.gov.pl

VAT

  • VAT standard rate 23%; reduced rates 8% and 5%. api.sejm.gov.pl
  • Businesses with a seat in Poland whose sales did not exceed PLN 240,000 in the previous or the current year are exempt from VAT. api.sejm.gov.pl

Example: profit of PLN 436,950, all paid out

Small taxpayer or first year, revenue up to EUR 2 million (9%)
Corporate taxPLN 39,326 (9%)
Tax withheld on the dividendPLN 75,549
Dividend received, before any tax in your countryPLN 322,076

Estonia

Corporate tax

  • An Estonian company pays corporate income tax only when it distributes profit, at 22/78 of the net distribution (22% of the gross amount); profit kept in the company is not taxed. emta.ee
  • The rate stays at 22% in 2026: the increase planned for 2026 was cancelled in December 2025. emta.ee
  • The planned security tax on company profits was repealed in June 2025. riigikogu.ee
  • The income of an Estonian company is also taxed abroad when the company is managed from outside Estonia. emta.ee

Tax on dividends paid abroad

  • From 2025 Estonia does not tax dividends received by non-resident individuals, except dividends from profits taxed at the former 14/86 rate up to 2024. emta.ee

VAT

  • VAT standard rate 24% from 1 July 2025; other rates 13%, 9% and 0%. emta.ee
  • VAT registration is required once taxable supplies in Estonia exceed EUR 40,000 from the beginning of the calendar year. emta.ee

Example: profit of EUR 100,000, all paid out

Tax on distributed profit (22%)
Corporate taxEUR 22,000 (22%)
Tax withheld on the dividendEUR 0
Dividend received, before any tax in your countryEUR 78,000

Destination taxes only, before tax treaties and before any tax in your country of residence. Assumption: one shareholder, an individual not resident in the destination, holding 100% of the company; EUR 100,000 converted at the ECB rate. Try your own figure in the calculator.

Registration: steps and time

Poland

About 1 day. The registry court considers an S24 application within 1 day of receipt. No official end-to-end time is published.

  1. Conclude the articles: online on the S24 template (cash contributions only) or as a notarial deed api.sejm.gov.pl
  2. File the KRS application signed by the full management board or a lawyer it appoints biznes.gov.pl
  3. Pay the tax on civil law transactions within 14 days of concluding the company agreement biznes.gov.pl
  4. File the capital-coverage statement within 7 days of the entry if it was not attached to the application biznes.gov.pl
  5. Report the beneficial owners to the CRBR within 14 days of the KRS entry; the filing is free gov.pl
  6. File the NIP-8 form within 21 days of registration, or 7 days if the company will pay social insurance contributions biznes.gov.pl
  7. Register for VAT (VAT-R) before the first taxable sale biznes.gov.pl

Estonia

About 1 day. Applications are reviewed in up to one working day; the notary route can add up to 3 days. Actual registration times may vary.

  1. Obtain a means of digital signature: e-Residency card, Estonian ID card, Smart-ID or Mobile-ID abiinfo.rik.ee
  2. Prepare the business model and choose a company name ending in Osaühing or OÜ e-resident.gov.ee
  3. Get a contact person or legal address in Estonia from a licensed service provider e-resident.gov.ee
  4. Pay the share capital in full before submitting the application abiinfo.rik.ee
  5. Submit and sign the founding application online in the e-Business Register and pay the state fee abiinfo.rik.ee
  6. Open a bank account e-resident.gov.ee
  7. Apply for VAT registration within three working days once taxable supply exceeds EUR 40,000 from the start of the year emta.ee

Every year after registration

Poland

  • Full accounting records (accounting books) biznes.gov.pl
  • Financial statements prepared within 3 months of the balance sheet date and approved within 6 months biznes.gov.pl
  • Approved financial statements filed in the court register within 15 days of approval api.sejm.gov.pl
  • Audit when two of three are met in the previous year: 50 employees, EUR 3,125,000 total assets, EUR 6,250,000 net revenue api.sejm.gov.pl
  • KSeF e-invoicing mandatory from 1 February 2026 above PLN 200 million of 2024 sales, from 1 April 2026 for other businesses ksef.podatki.gov.pl

Estonia

  • Annual report submitted to the registry within six months of the end of the financial year, even with no activity rik.ee
  • Micro and small companies file at least a balance sheet, an income statement and notes rik.ee
  • Audit when two of these are exceeded: EUR 5,000,000 revenue, EUR 2,500,000 total assets, 50 employees riigiteataja.ee
  • Review when two of these are exceeded: EUR 2,000,000 revenue, EUR 1,000,000 total assets, 24 employees riigiteataja.ee

Documents and requirements

Poland

  • Articles of association on the S24 template, or a notarial deed api.sejm.gov.pl
  • KRS application with attachments signed with a qualified signature, trusted signature or e-identity card biznes.gov.pl
  • Consent of each board member and their addresses for service api.sejm.gov.pl
  • Management board statement that the share capital has been covered biznes.gov.pl
  • Non-EU foreigners without a residence title can set up a limited liability company biznes.gov.pl
  • A PESEL number is needed to set up the trusted profile used for online KRS filings biznes.gov.pl
  • Board members are natural persons with full legal capacity, chosen from the shareholders or from outside api.sejm.gov.pl
  • A board member with an address for service outside the EU names a proxy for service in Poland api.sejm.gov.pl
  • The register records the company's seat and address and its e-delivery address api.sejm.gov.pl
  • The company may not be formed solely by another single-member limited liability company biznes.gov.pl

Estonia

  • Online application with principal activity, financial year, address, e-mail, board members, founders, capital contributions and articles fields abiinfo.rik.ee
  • Beneficial owners determined in the application; other documents are generally not required abiinfo.rik.ee
  • Without an ID or e-Residency card, the foundation documents are verified by a notary in Estonia investinestonia.com
  • When the management board is abroad, the company designates a contact person with a residence and address in Estonia; the registrar decides e-resident.gov.ee
  • The contact person may be a notary, attorney, sworn auditor, tax representative or a trust and company service provider e-resident.gov.ee
  • A company address abroad requires a contact person in the application abiinfo.rik.ee
  • Trust and company service providers need an authorisation from the Financial Intelligence Unit fiu.ee
  • Beneficial owners are disclosed in the commercial register and kept up to date e-resident.gov.ee

What to weigh between Poland and Estonia

Formation. In Poland the court fee for the S24 entry is PLN 250, the capital-coverage statement costs PLN 40, and the tax on civil law transactions is 0.5% of share capital, PLN 25 on the minimum. The minimum share capital is PLN 5,000, and a share may not be worth less than PLN 50. The registry court considers an S24 application within one day of receipt. In Estonia the state fee for founding online is EUR 265, plus EUR 150 for the e-Residency digital ID if the founder has no Estonian ID card. One shareholder can start with EUR 0.01 of capital, and applications are reviewed in up to one working day.

Signing and people. Online filing in Poland uses a trusted profile, and setting one up needs a PESEL number. A board member with an address for service outside the EU names a proxy for service in Poland, and every company needs a registered office. Estonia needs a means of digital signature, such as the e-Residency card. When the management board is abroad, the company names a contact person with an address in Estonia.

Firms’ prices. Firms on Accountanty publish starting prices in both countries, so the calculator shows a range for each. In Poland 51 firms list a price for formation and 111 for accounting. In Estonia 36 firms list one for formation and 57 for accounting.

Taxes inside the company. Poland charges corporate income tax at 19%. A rate of 9% applies to income other than capital gains when revenue stays within the PLN equivalent of EUR 2,000,000 and the company is a small taxpayer or in its first year; companies formed from an existing business are excluded. Dividends paid to individuals, non-residents included, bear 19%. An Estonian company pays 22% of the gross amount only when it distributes profit, and profit kept in the company is not taxed in Estonia. Estonia does not tax dividends paid to non-resident individuals, apart from those from profits taxed at the former 14/86 rate. Its company income is also taxed abroad when the company is managed from outside Estonia.

Every year. A Polish company keeps full accounting books, prepares its financial statements within three months of the balance sheet date and files them in the court register within 15 days of approval. KSeF e-invoicing becomes mandatory for most businesses from 1 April 2026. An Estonian company submits an annual report within six months of the financial year end, even with no activity. Both countries require an audit only above two of three size limits.

Next steps

Poland

Get quotes from firms in Poland

Estonia

Get quotes from firms in Estonia

Poland vs Estonia: questions and answers

Can a foreigner register a sp. z o.o. in Poland or an OÜ in Estonia online?

Poland allows non-EU foreigners without a residence title to set up a limited liability company, and S24 filings use a trusted profile that needs a PESEL number. Estonia takes the founding application online with a digital signature, such as the e-Residency card. Without an ID or e-Residency card, a notary in Estonia verifies the documents.

What share capital does a company need in Poland and in Estonia?

Poland sets a minimum share capital of PLN 5,000, and the nominal value of a share may not be lower than PLN 50. In Estonia one shareholder can found a company with EUR 0.01, paid in full before the application is submitted.

What corporate tax does a company pay in Poland and in Estonia?

Poland charges 19%, or 9% on income other than capital gains for a small taxpayer or a first-year company with revenue up to the PLN equivalent of EUR 2,000,000. Estonia charges 22% of the gross amount only when profit is distributed. The country you live in may also tax dividends and, in some cases, the profits.

Is tax withheld on dividends in Poland and Estonia?

Poland taxes dividends paid to individuals, including non-residents, at a flat 19%. From 2025 Estonia does not tax dividends received by non-resident individuals, except those from profits taxed at the former 14/86 rate up to 2024. Your own country may tax the dividend when you receive it.

Which is better for my company, Poland or Estonia?

There is no ranking here. The answer rests on your residence, where the company will be managed, its customers and its income. Weigh the facts above, enter your own numbers in the calculator for both countries, and ask firms in each for a quote and an assessment.

Sources and notes

  1. biznes.gov.pl read 2026-10-13
  2. biznes.gov.pl read 2026-10-13
  3. biznes.gov.pl read 2026-10-23
  4. podatki.gov.pl read 2026-10-13
  5. biznes.gov.pl read 2026-10-13
  6. api.sejm.gov.pl read 2026-10-23
  7. gov.pl read 2026-10-13
  8. api.sejm.gov.pl read 2026-10-23
  9. biznes.gov.pl read 2026-10-13
  10. biznes.gov.pl read 2026-10-13
  11. biznes.gov.pl read 2026-10-13
  12. api.sejm.gov.pl read 2026-10-23
  13. ksef.podatki.gov.pl read 2026-10-13
  14. api.sejm.gov.pl read 2026-10-23
  15. api.sejm.gov.pl read 2026-10-23
  16. api.sejm.gov.pl read 2026-10-23
  17. investinestonia.com read 2026-10-13
  18. abiinfo.rik.ee read 2026-10-13
  19. politsei.ee read 2026-10-13
  20. e-resident.gov.ee read 2026-10-13
  21. emta.ee read 2026-10-13
  22. e-resident.gov.ee read 2026-10-13
  23. fiu.ee read 2026-10-13
  24. rik.ee read 2026-10-23
  25. riigiteataja.ee read 2026-10-23
  26. emta.ee read 2026-10-23
  27. emta.ee read 2026-10-23
  28. riigikogu.ee read 2026-10-23
  29. emta.ee read 2026-10-23
  30. emta.ee read 2026-10-23

Official figures checked up to 2026-10-23. General information, not legal or tax advice: check the official sources and confirm costs with a firm before you act.