Selling startup shares in Poland: udziały, formalities and tax

Selling shares in a Polish startup is very doable — but a sp. z o.o. transfer needs notarised signatures, and there are two taxes to know: your 19% PIT and the buyer’s 1% PCC. Here’s the plain-English version.

Poland has one of Europe’s fastest-growing startup scenes, and selling shares in a Polish company is very doable — but the formalities are specific, above all the notarised-signature requirement for the most common company type.

First: what do you actually hold?

Udziały in a sp. z o.o. — shares in a limited-liability company, the usual Polish startup form. Real, transferable equity.
Akcje in a S.A. — shares in a joint-stock company (larger / later-stage). Since 2021 these are dematerialised and recorded in a shareholders’ register (rejestr akcjonariuszy).
Options / warrants (opcje, warranty subskrypcyjne) — the right to acquire shares later; you generally exercise into shares before you can sell.
Phantom / virtual shares — a contractual cash payout linked to value; not real equity and usually not sellable, paying out only on an exit.

The formality that catches people out

Transferring udziały in a sp. z o.o. requires a written share-transfer agreement with signatures certified by a notary (podpis notarialnie poświadczony). It isn’t a full notarial deed, but both sides must sign in front of a Polish notary (or an equivalent recognised abroad). Skip this and the transfer is invalid.

A sale of udziały may also need the company’s consent (zgoda spółki) and may be subject to a right of first refusal (prawo pierwokupu) if the articles (umowa spółki) say so — check yours before you agree anything.

Telling the company and updating the register

After signing, you notify the company of the transfer with proof; the management board updates the shareholders’ book and files the change with the National Court Register (KRS). The transfer becomes effective against the company once it has been notified.

Tax when you sell

Your gain: 19% PIT. Profit on selling shares is taxed at a flat 19% personal income tax (the capital-gains rate), declared on a PIT-38 return after the tax year ends.
The buyer’s PCC: 1%. A share sale is subject to tax on civil-law transactions (PCC) at 1% of market value, normally paid by the buyer and filed on a PCC-3 within 14 days.
Options / ESOP timing. For qualifying employee share programmes, Polish rules can defer taxation until the shares are actually sold (rather than at grant or exercise). The conditions are specific, so confirm how your plan is treated.

Rates and reliefs change and your situation is individual — confirm with a Polish tax adviser (doradca podatkowy) before acting.

The process, at a high level

Confirm what you hold (exercise options into shares if needed) → check the umowa spółki for consent and pre-emption → agree a price → clear any right of first refusal and company consent → sign the transfer with notarised signatures → notify the company; the board updates the register and files with KRS → settle PIT (you) and PCC (buyer).

Questions people ask

Can I sell my startup shares in Poland?

Usually yes. Shares (udziały) in a Polish sp. z o.o. can be sold via a written transfer agreement with signatures certified by a notary (podpis notarialnie poświadczony), subject to the company's articles — which may require company consent and may include a right of first refusal (prawo pierwokupu). Options or phantom/virtual shares generally can't be sold directly: options are exercised into shares first, and phantom units pay out only on an exit.

How is selling startup shares taxed in Poland?

Your gain is taxed at a flat 19% personal income tax (PIT), declared on a PIT-38 return after year-end. Separately, the sale is subject to a 1% tax on civil-law transactions (PCC) on the market value, normally paid by the buyer and filed on a PCC-3 within 14 days. Rates and reliefs change, so confirm with a Polish tax adviser.

Do I need a notary to sell sp. z o.o. shares in Poland?

For udziały in a sp. z o.o., the transfer agreement must be in writing with signatures certified by a notary (notarised signatures, not a full notarial deed). The transfer is then notified to the company, which updates its shareholders' register and files the change with the National Court Register (KRS). Joint-stock company shares (akcje) follow a different, register-based process.

General information only — not financial, tax or legal advice, and not a substitute for advice from a qualified local professional. Tax rates and rules change and depend on your personal circumstances; the figures here are directional and simplified. Check your own share/option agreements and take local advice before selling. PrivateTechShares makes introductions only: it is not a broker, does not hold funds, and does not execute or advise on transactions.