In short: an Estonian private limited company (OÜ) and a Polish spółka z ograniczoną odpowiedzialnością (sp. z o.o.) are both limited-liability companies that one person can found. They differ in the minimum capital, in how a share changes hands and in how profit is taxed — and Poland has its own lump-sum tax on company income that, like the Estonian model, taxes profit when it is distributed. This page sets the facts of both side by side from the official texts; it does not say which is better for you.

The facts side by side

Founders: Estonian OÜ: One founder with one share is a valid company (Commercial Code § 148(1)); Polish sp. z o.o.: Formed by one or more persons for any lawful purpose, but not solely by another single-member sp. z o.o. (Commercial Companies Code, art. 151 § 1 and § 2); the shareholders are not liable for the company's obligations (art. 151 § 4)
Signing the articles: Estonian OÜ: At a notary in Tallinn or by power of attorney; online without a notary for a founder with an e-residency card or Estonian ID card; Polish sp. z o.o.: A notarial deed (art. 157 § 2), or online with the model agreement in the government system, signed with a qualified electronic signature, a trusted signature or a personal signature (art. 157¹ § 1 and § 2)
Minimum capital: Estonian OÜ: Share capital in euros (Commercial Code § 136); the smallest share has a nominal value of one cent (§ 148(1)); Polish sp. z o.o.: At least 5000 złoty, and a share of at least 50 złoty (art. 154 § 1 and § 2)
Paying in the capital: Estonian OÜ: The share capital is paid in before registration; Polish sp. z o.o.: The whole share capital is contributed before the company comes into existence (art. 163 point 2); a company formed with the model agreement pays it in cash no later than seven days after its entry in the register (art. 158 § 1¹)
Register: Estonian OÜ: Commercial register (e-Business Register); Polish sp. z o.o.: The management board files the company with the registry court of its seat, and every board member signs the application (art. 164 § 1)
Transfer of a share: Estonian OÜ: Notarised; the notary sends the notice to the register within two days (Commercial Code § 149); Polish sp. z o.o.: In writing with notarially certified signatures (art. 180 § 1); in a company formed with the model agreement also with the online template, signed electronically (art. 180 § 2)
Yearly filing: Estonian OÜ: Annual report within six months after the end of the financial year (Commercial Code § 179); Polish sp. z o.o.: Not covered by the official texts used here
How company profit is taxed: Estonian OÜ: Corporate income tax is paid when profit is distributed; no income tax is paid on profit while it stays in the company — see how Estonia taxes company profit; Polish sp. z o.o.: Corporate income tax of 19 percent of the tax base, or 9 percent on income other than capital gains for a taxpayer whose revenue in the tax year did not exceed the złoty equivalent of 2 000 000 euro, with exceptions (CIT Act, art. 19(1) points 1 and 2)
The Polish lump-sum tax: Estonian OÜ: —; Polish sp. z o.o.: A company that meets the conditions — among them that less than 50 percent of its revenue comes from passive sources such as interest, royalties or financial instruments (CIT Act, art. 28j(1)) — can choose the lump-sum tax on company income, which taxes the net profit when it is distributed to the shareholders, as well as hidden profits and expenses unrelated to the business (art. 28m(1)), at 10 percent for a small taxpayer or one starting its business and 20 percent for others (art. 28o(1))
VAT number: Estonian OÜ: An Estonian VAT number is an EU VAT number that customers can check in VIES; Polish sp. z o.o.: Poland is a member state of the European Union

This is general information, not tax advice: in Estonia the tax becomes due when profit is distributed, and LexorCorp Global does not provide tax advice. The rule and its official sources are in the guide How Estonia taxes company profit.

What each route requires

Estonia. Customer due diligence by the service provider, a registered address in the commercial register and, if the company's address is abroad, a contact person in Estonia (Commercial Register Act § 24). A ready-made company or a formation at a notary needs no e-residency.
Poland. The articles as a notarial deed or with the online model agreement, the contribution of the share capital, the appointment of the management board, and the entry in the register (Commercial Companies Code, art. 157, 163 and 164).

How an Estonian company is obtained

Choose the route: a ready-made company that already exists, a new company formed at a notary or by power of attorney, or online formation with an e-residency card.
Order online and pay by card; the order form shows the total before you pay.
Identification. As a provider licensed by the Estonian Financial Intelligence Unit (FIU000117) we identify every client first.
Signing at a notary in Tallinn, by a power of attorney signed in your country, or digitally on the online route.
Register entry and documents in PDF by email.

Documents

For an Estonian company you are asked for an identity document and proof of address of the board members and beneficial owners; on the remote route a power of attorney signed before a notary in your country, as a rule with an apostille.

Prices of the Estonian routes

ready-made company: €900 Registered address and contact person service for one year are included. in person, €1,200 remote; with a VAT number €1,150 and €1,450;
new company: €950 Registered address and contact person service for one year are included. in person, €1,250 remote;
online formation for an e-resident: €950 Registered address and contact person service for one year are included..

The Estonian notary fees and state fees, the registered address and the contact person for the first 12 months are included in these prices. We do not form Polish companies, and this page states no Polish notary or court fee.

Timeline

The Polish texts used here set no number of days for the register's entry, and for Estonia this page states none either: the time depends on the notary's appointment, on customer due diligence and on the register. A ready-made company already exists, so only the transfer has to be done.

Limits of this comparison

It compares formation, capital and the company's own tax, not the tax result for you: where a company is taxed depends on where it is managed and where its owner lives. If you will run an Estonian company from Poland, see Estonian company run from Poland.
The lump-sum tax has more conditions than this page names; whether a company qualifies is a question for a Polish tax adviser.
Opening a bank or payment account is decided by the bank or payment institution in both countries.
The Polish figures are those of the consolidated texts on the day they were read (22 October 2026) and can change.

Related service

If the Estonian route fits, start with the ready-made company packages or the list of companies for sale; ready-made or new compares the two Estonian routes.

Official sources

Poland: Ustawa z dnia 15 września 2000 r. — Kodeks spółek handlowych, consolidated text Dz.U. 2024 poz. 18, art. 151, 154, 157, 157¹, 158, 163, 164, 180; Ustawa z dnia 15 lutego 1992 r. o podatku dochodowym od osób prawnych, consolidated text Dz.U. 2026 poz. 554, art. 19, 28j, 28m, 28o — ISAP, the Sejm's legal acts database, read on 22 October 2026;
Estonia: Commercial Code §§ 136, 148, 149 and 179, Commercial Register Act § 24 — Riigi Teataja; company data — e-Business Register.

This guide is general information, not legal or tax advice for your specific situation.

Sources are named in the text, without links. To see which of our services your company needs, open the Business Navigator.

Estonian company (OÜ) or Polish sp. z o.o.: the official facts compared