The topic of preferential ZUS for a former shareholder of a limited liability company (sp. z o.o.) raises many questions among entrepreneurs in Poland. After closing the company and registering a sole proprietorship, can such a person benefit from reduced ZUS contributions? And how does preferential ZUS differ from the start-up relief in this case?
ZUS Reliefs for New Entrepreneurs – What You Should Know
When starting a business in Poland, new entrepreneurs can benefit from significant relief in social security contributions. Initially, there is the start-up relief, which exempts them from paying social insurance contributions(except the health insurance contribution) for the first full 6 months. Then, for the next 24 months, they can pay preferential ZUS contributions – that is, reduced social security contributions based on a lower assessment base.
However, not everyone qualifies for these reliefs. The law clearly sets out specific eligibility conditions. In practice, much uncertainty arises around people who previously operated a business through a limited liability company. So the key question is: can a former sole shareholder of a sp. z o.o. benefit from preferential ZUS?
We have previously discussed the topic of start-up relief in more detail here:
Is the Situation the Same with Preferential ZUS for a former shareholder?
preferential ZUS for a former shareholder – Conditions and Eligibility
After the 6-month start-up relief period, entrepreneurs typically move on to preferential ZUS contributions (although this should not be confused with the “Small ZUS Plus” program). These reduced contributions are based on 30% of the minimum wage, rather than the standard 60% of the average salary, and apply for 24 months.
The rules governing this preference are laid out in the Social Insurance System Act, specifically in Article 18a. Although the condition is similar to the start-up relief, there is a key difference: preferential ZUS contributions are not available to individuals who currently conduct or have conducted non-agricultural business activity within the last 60 months before registering the new business.
And here’s the crucial point: “Non-agricultural business activity” is a term defined in ZUS regulations and is broader than the concept of economic activity under the Entrepreneurs’ Law. It includes any form of activity that triggers mandatory social insurance contributions as an entrepreneur – such as being a partner in a general partnership, a professional partnership, a limited partnership, or a sole shareholder in a limited liability company.
In other words, if someone was insured as conducting non-agricultural business activity in the past 5 years, they are not eligible for preferential contributions. This also applies when their previous “activity” was being a sole shareholder of a limited liability company – even though, in terms of the Entrepreneurs’ Law, this does not qualify as individual economic activity.
ZUS Interpretation on preferential ZUS for a former shareholder
The Social Insurance Institution (ZUS) has consistently highlighted this distinction in its official interpretations, maintaining an unfavorable stance for former sole shareholders.
In the interpretation dated 13 October 2022 (ref. WPI/200000/43/1039/2022), ZUS confirmed that start-up relief is available to former sole shareholders of a sp. z o.o., but also emphasized that they are excluded from preferential contributions because, under the Social Insurance Act, they conducted non-agricultural business within the last 60 months. This position has been consistently upheld in subsequent interpretations.
It’s worth noting that it does not matter whether the former company is still active or already liquidated, nor whether one stopped being a shareholder a month ago or several years ago – what counts is a full 60-month gap. In most cases, however, such a long break does not exist, which means former sole shareholders of a sp. z o.o. are typically required to pay full ZUS contributions immediately after the start-up relief period ends.
Conclusion – Practical Advice for Entrepreneurs
A former sole shareholder of a limited liability company can only partially benefit from ZUS reliefs. When starting a sole proprietorship, they are entitled to the start-up relief – meaning they will pay only the health insurance contribution for the first 6 months, as confirmed in ZUS interpretations.
However, they must prepare for a sudden increase to full ZUS contributions after those 6 months, without the 2-year preferential ZUS period. This is due to the fact that, under the law, they formally conducted non-agricultural business activity (as a shareholder of a company) within the previous 5 years, and thus are legally excluded from preferential contribution rates.
So, while start-up relief eligibility is good news for a former sole shareholder, unfortunately preferential ZUS for a former shareholder is not available.
Practical takeaway? When planning your company’s budget, it’s essential to factor in this scenario. An entrepreneur who used to be the sole shareholder in a limited liability company should not be caught off guard – the contribution relief will end sooner, after just six months. It’s wise to calculate your future full ZUS contributions in advance and make sure your business can absorb that financial burden. In such cases, it’s worth consulting a tax advisor or requesting an official interpretation from ZUS tailored to your specific situation.
If you have any questions about ZUS settlements or want to know whether you qualify for contribution reliefs, visit us at www.outsourced.pl .
