The construction services market in Poland remains one of the most dynamically developing segments of the economy: the volume of residential construction is growing, infrastructure is being modernized, and large commercial projects are being implemented. Against this background, opening a construction company represents an attractive business opportunity for both local entrepreneurs and newcomers from other countries, including CIS countries.
However, a successful start in this field is impossible without a clear understanding of legal requirements, tax burdens, organizational and legal forms, and practical aspects of entering the market. Incorrect choice of legal structure, mistakes in licensing or personnel policy can lead to additional costs, fines, and loss of time.
This article discusses how to legally and with maximum economic benefit open a construction company in Poland: from choosing a business form and registering the company to obtaining necessary permits, optimizing taxation, and organizing work with clients and contractors. The material is aimed at entrepreneurs planning to enter the Polish construction market and those who want to structure their existing activities in accordance with local legislation.
Starting a construction business in Poland begins with choosing the right basis for residence and type of activity. It is important for a foreign founder to check the compliance of the planned activities with the code. PKD 41–43, arrange extract from KRS or registration in CEIDG, as well as take into account the licensing requirements for certain works (for example, electrical and gas installations, work at heights). It is necessary to ensure the presence of a responsible technical manager with Polish qualifications, register the company in ZUS and as a VAT payer if working with large clients or subcontracting is planned. Special attention is paid to impeccable documentation, absence of tax debts, and transparency of ownership structure for participation in public procurement and large tenders.
The optimal organizational and legal form depends on the scale of projects, structure of investors, and level of acceptable risk. For small teams, it is often chosen sole proprietorship — minimal bureaucracy and quick start, but full property liability of the entrepreneur. For working with developers and international contractors, a LLC., is usually created, which limits the personal liability of participants and allows for flexible distribution of shares. Below is a brief comparison of key forms:
| Form | Responsibility | Taxes | When it is beneficial |
|---|---|---|---|
| Sole Proprietorship (Individual Entrepreneur) | Unlimited, with all assets | Linear or progressive personal income tax | Small volumes, subcontracting work |
| Sp. z o.o. | Within the contribution to the charter capital | CIT + dividend tax | Medium and large projects, several partners |
| Sp.k. and hybrids | Hybrid of personal and limited | Structuring partners' profits | Tax optimization of the group of companies |
At the start, it is necessary to determine the legal form of the business: most often, they choose limited liability company. due to limited liability and trust from clients. The package of founding documents includes the statute (umowa spółki), a resolution on the appointment of the board, a list of founders, and meeting minutes. All documents are prepared in Polish, notarized, and submitted to KRS via the eKRS portal or traditionally. At the same time, it is important to register the company in REGON and obtain NIP, and also determine the tax system and the form of accounting. Special attention should be paid to the types of activities for PKD, to cover both construction work and related services (design, repair, finishing).
| Permit / document | Who needs it | Purpose |
|---|---|---|
| KRS excerpt | Company | Identification in government agencies and banks |
| Entry in CEIDG | Sole proprietorship | Legal entrepreneurial activity |
| Construction qualifications | For engineers | The right to manage construction work |
| Building permit | Investor / contractor | Permission for a specific object |
| OC activity | Company | Protection against property claims |
The first step is to soberly assess the scale of future construction activities and financial forecasts. For small contractors with one or two projects a year, a form is often beneficial sole proprietorship with simplified accounting and the possibility of applying tax at a linear rate 19% or lump sum, if the expense structure is small. Larger projects, working with developers and involving subcontractors often require the creation of limited liability company., where not only optimal taxation is important, but also limiting entrepreneurial risk. Already at the planning stage, it is worth modeling several scenarios: turnover, payroll, volume of material purchases, equipment rental — and checking the tax burden in each form.
| Form | When it is beneficial | A plus for the builder |
|---|---|---|
| Sole proprietorship | Start, small volumes | Simple reporting, quick income withdrawal |
| Limited liability company. | Large projects, team | Risk limitation, flexibility in tax planning |
| Lump sum | Low costs, high markup | Transparent and predictable tax |
When forming a team, it is important to establish a transparent cooperation system with employees from the very beginning to avoid reclassifying civil law contracts into labor contracts. Three main formats are practically used in the Polish construction market: employment contract (umowa o pracę), civil law contract (umowa zlecenie / umowa o dzieło), and cooperation with individual entrepreneurs (jednoosobowa działalność gospodarcza). For qualified specialists, it is beneficial to combine a fixed core of employees under employment contract and a flexible pool of performers based on B2B contracts. At the same time, it makes sense to outline in the staffing schedule:
| Type of contract | When it is beneficial | Risks |
|---|---|---|
| Employment contract | Key employees, long projects | High contributions, complicated termination |
| Contract of mandate | Flexible employment, auxiliary work | Control of conditions, risk of reclassification |
| B2B (sole proprietorship) | Experienced specialists, subcontractors | Dependence on a single client |
When working with clients and subcontractors, it is important to standardize contracts and minimize «gray areas» that usually lead to disputes over deadlines and the scope of work in construction. In a standard contract with an investor, it is advisable to detail: the subject of the contract (by project, by estimate, under a «turnkey» system), stages and acceptance procedures, penalty and bonus systems, as well as the mechanism for price indexing in case of rising material costs. Subcontracting agreements should ideally be structured on a mirroring principle, «reflecting» key obligations and penalties from the main contract. The practical minimum that should be documented in writing:
In summary, opening a construction company in Poland requires careful preparation, understanding of legal norms, and a balanced approach to choosing the organizational and legal form, tax system, and model of working with clients and subcontractors. Legal and profitable business operations are only possible with a systematic consideration of all requirements — from company registration and obtaining necessary permits to compliance with labor and migration legislation.
A competent legal and tax structure at the start, transparent financial reporting, properly executed contracts, and adherence to industry standards allow for minimizing risks, strengthening reputation, and increasing competitiveness in the market. Utilizing consultations with specialized professionals — lawyers, accountants, and business consultants in Poland — helps adapt the business model to the specific situation and avoid typical mistakes.
With a responsible approach, a construction company in Poland can become a sustainable and profitable business focused on long-term development and expanding its presence in both local and international markets.
