A shareholder of a Polish LLC (sp. z o.o.) pays ZUS contributions only when they are the sole shareholder of that company. If the company has two or more shareholders – none of them is subject to mandatory social insurance merely from holding shares. In 2026, a sole shareholder will pay at least PLN 2,359 monthly. The Supreme Court resolution from February 2024 definitively settled the dispute over the so-called illusory shareholder.
Does an LLC shareholder have to pay ZUS contributions?
It depends on the number of shareholders in the company. A sole shareholder of a single-member LLC pays full ZUS contributions. Shareholders of a multi-member LLC do not pay contributions from holding shares.
Rules for insurance coverage
According to Article 8(6)(4) of the Social Insurance System Act, a shareholder of a single-member limited liability company is considered a person conducting non-agricultural business activity. Only such a shareholder is subject to mandatory social and health insurance.
| Type of LLC | Social contributions | Health contribution |
|---|---|---|
| Single-member (1 shareholder) | Mandatory | Mandatory |
| Two-member (2 shareholders) | No obligation | No obligation |
| Multi-member (3+ shareholders) | No obligation | No obligation |
A single-member company is one where all shares belong to one shareholder. This follows from the definition in the Commercial Companies Code. Selling even one share causes the company to cease being single-member.
How much are ZUS contributions for a sole LLC shareholder in 2026?
In 2026, a sole shareholder of an LLC will pay at least PLN 2,359.30 monthly. This consists of PLN 1,926.76 in social contributions and a minimum of PLN 432.54 in health contributions.
Social contributions in 2026
The contribution assessment base is 60% of the projected average salary. In 2026, this is PLN 5,652 (60% of PLN 9,420).
| Type of contribution | Rate | Monthly amount 2026 |
|---|---|---|
| Pension | 19.52% | PLN 1,103.27 |
| Disability | 8.00% | PLN 452.16 |
| Sickness (voluntary) | 2.45% | PLN 138.47 |
| Accident | 1.67% | PLN 94.39 |
| Labor Fund | 2.45% | PLN 138.47 |
| Total social contributions | 34.09% | PLN 1,926.76 |
Health contribution in 2026
The minimum health contribution from 2026 is PLN 432.54 monthly. It is calculated as 9% of the minimum wage (PLN 4,806 × 9% = PLN 432.54). Previously, the base was 75% of the minimum wage – the change increases the contribution by 37%.
The actual health contribution depends on the taxation form and income earned. For shareholders taxed on a scale or linear basis, the base is actual income.
Total monthly burden
- Social contributions: PLN 1,926.76
- Health contribution (minimum): PLN 432.54
- Total minimum: PLN 2,359.30 monthly
- Total minimum annually: PLN 28,311.60
Does a shareholder with 99% of shares have to pay ZUS?
No. The Supreme Court resolution of February 21, 2024 (ref. III UZP 8/23) definitively ruled that a shareholder of a two-member LLC holding even 99% of shares is not subject to mandatory social insurance.
What does the Supreme Court resolution mean?
For years, ZUS challenged companies with disproportionate shareholding (e.g., 99% to 1%). It treated them as single-member and demanded contributions from the majority shareholder. The Supreme Court ended this dispute.
The resolution states explicitly: “A shareholder of a two-member limited liability company holding 99 percent of shares is not subject to social insurance under Article 6(1)(5) in conjunction with Article 8(6)(4) of the Social Insurance System Act.”
Practical effects of the resolution
- Selling even 1% of shares makes the company multi-member
- Share proportions do not matter for contribution obligations
- The concept of “illusory shareholder” does not exist in law
- ZUS cannot treat a two-member company as single-member
At Progress Holding, we help clients optimize company structures considering contribution aspects. We advise on changes to the company agreement and registration of changes in the National Court Register (KRS).
Can a sole LLC shareholder use ZUS relief programs?
No. A sole shareholder of an LLC cannot use the startup relief or preferential contributions (so-called small ZUS). They pay full contributions from the first day of the company’s existence.
Why are reliefs not available?
The startup relief and preferential contributions apply to individuals starting a business activity. An LLC shareholder does not run their own business – the company is a separate legal entity. The shareholder is subject to insurance by virtue of holding the status of sole shareholder.
What about Small ZUS Plus?
Small ZUS Plus also does not apply to LLC shareholders. This relief is intended for sole proprietors with revenues up to PLN 120,000 annually.
When does an LLC shareholder pay contributions from another title?
A shareholder of a multi-member LLC may be subject to insurance if they have another legal relationship with the company – employment contract, civil contract, or management contract. Then the basis for contributions is that relationship, not the fact of being a shareholder.
Employing a shareholder under an employment contract
A shareholder of a multi-member LLC can be employed by that company under an employment contract. They then pay contributions like any employee – from gross salary. This is permitted and often practiced.
Limitations for a sole shareholder
A sole shareholder of an LLC cannot be employed by their company under an employment contract. Courts consistently hold that in such a situation there is no element of subordination – the shareholder would perform work for their own benefit and risk. Work for a single-member company is possible only outside an employment relationship (e.g., as an unpaid board member).
What are the deadlines and rules for paying ZUS contributions?
A sole shareholder of an LLC pays contributions by the 20th day of the following month. Insurance registration is done within 7 days from when the obligation arises.
ZUS registration
A sole shareholder of an LLC registers for insurance using form ZUS ZUA (full insurance) or ZUS ZZA (health only when there is overlap of titles). Insurance title code: 05 43.
When does the obligation arise?
- When establishing a single-member LLC – from the day of entry in the KRS
- When acquiring all shares in a company – from the day of acquisition
- When the last shareholder leaves – from the day only one shareholder remains
When does the obligation cease?
- When selling even one share – from the day of sale
- When liquidating the company – from the day of deletion from the KRS
- When admitting a new shareholder – from the day the new shareholder acquires shares
What does it look like in practice? Progress Holding experience
Based on an analysis of over 400 LLCs that we have established and serve at Progress Holding, we identified the most common problems related to shareholder ZUS contributions.
Most common mistakes made by our clients
- Establishing a single-member company without awareness of ZUS costs – 45% of foreigners establishing an LLC do not know that the sole shareholder pays ZUS contributions. They expect the LLC to completely exempt them from contribution obligations.
- Failure to register with ZUS after establishing the company – the shareholder has 7 days to register. Many clients learn about the obligation only during the first ZUS inspection or when receiving a demand for payment of arrears with interest.
- Late notification of changes when selling shares – a shareholder who sold part of their shares should deregister from ZUS. They often do so late and pay contributions they don’t have to.
- Attempting to employ the sole shareholder under an employment contract – some clients try to conclude an employment contract between the company and the sole shareholder. ZUS challenges such contracts and demands contributions as from a sole shareholder.
- Overlap of insurance titles – lack of optimization – a shareholder working full-time for another employer can limit contributions to health only. Many clients do not know about this possibility and pay double.
Our recommendations
If you plan to establish an LLC and want to avoid ZUS contributions – consider a two-shareholder structure from the beginning. Even a 99% to 1% split is effective after the 2024 Supreme Court resolution. A minority shareholder with up to 10% does not need to be disclosed in the KRS.
At Progress Holding, we help clients design the optimal company structure. We handle registration, KRS changes, and ongoing accounting. The price for establishing an LLC online (S24) starts from PLN 800 net, through a notary from PLN 1,500 net.
Frequently asked questions
Does the CEO of an LLC pay ZUS contributions?
The mere fact of serving as CEO does not create a contribution obligation. The CEO pays contributions only if they are the sole shareholder of the company or have an employment/civil contract with the company. Appointment as a board member by resolution is not a title for insurance.
Is an LLC shareholder entitled to sick pay?
A sole shareholder of an LLC is entitled to sick pay if they pay the voluntary sickness contribution (2.45% of the base). The right to benefits is acquired after 90 days of continuous sickness insurance.
What if the company is not conducting business?
A sole shareholder of an LLC pays ZUS contributions even when the company is not actually conducting business activity. The obligation arises from the shareholder’s legal status, not from conducting business.
Can I recover contributions paid as an “illusory shareholder”?
Yes. After the 2024 Supreme Court resolution, you can apply for a refund of overpaid contributions for the last 5 years. This requires filing an application with ZUS and probably court proceedings if ZUS refuses.
Does a foreigner – LLC shareholder pay ZUS in Poland?
Yes, if they are the sole shareholder of an LLC registered in Poland. Citizenship does not matter. A foreigner is subject to Polish social insurance regulations by virtue of being a shareholder of a Polish company.
How to change a single-member company to two-member?
Simply sell part of the shares to another person or increase the share capital with new shares taken by a second shareholder. The change requires written form with notarized signatures and entry in the KRS. From the day of sale/acquisition of shares, the contribution obligation ceases.
Summary
ZUS contributions in an LLC are paid only by a sole shareholder. In 2026, they will be at least PLN 2,359.30 monthly. The Supreme Court resolution of February 21, 2024 finally confirmed that a shareholder of a two-member company – even with 99% of shares – is not subject to social insurance. If you want to avoid contributions, plan a two-shareholder structure from the beginning.
Need help establishing an LLC or optimizing ZUS contributions? Contact Progress Holding. We specialize in serving foreigners doing business in Poland. We advise on choosing the legal form, establish companies, and provide full accounting services. Call +48 603 232 418 or email office@progressholding.pl.
