Hiring in Poland: direct employment, EOR or B2B?

Suppose a US startup wants to hire its first Poland-based software engineer. The person will work permanently from Poland, and the company has no Polish subsidiary.

The team has a US employment template, an EOR proposal and the option of contracting with a Polish sole trader. Choosing between them also changes payroll responsibilities, employee protections, ownership of the code and the equity plan.

A foreign company can generally employ a person directly without incorporating a Polish subsidiary. It can also use an employer of record, engage a genuinely independent business or hire through a Polish entity. The right structure depends on the actual working arrangement and who will handle the obligations.

This article concerns permanent work from Poland, rather than a short visit or temporary posting. Legal rules and the stated 2026 amounts were checked on 5 October 2026.

Compare the four models before choosing a provider

Model	Contracting party	Main review point
Direct employment	Foreign company as employer	Employee protections, registrations and Polish payroll administration
Employer of record	Provider as formal employer	Legal service structure, allocation of duties, IP and transition out
B2B contracting	Independent Polish sole trader	Actual independence, contract, tax responsibilities and IP rights
Polish subsidiary	Local company as employer or customer	Entity administration, group arrangements and onward IP transfer

There is no single structure for every startup. A first hire may favour a manageable administration process. A stable local team may justify an entity. Headcount informs the decision; it does not settle the legal analysis.

Can the company simply choose US law?

A choice of law cannot deprive an employee of the non-derogable protections of the law that would apply without that choice. These are protections the parties cannot contract out of. For a person habitually working from Poland, Polish law is normally the starting point, regardless of nationality or payment currency.

Article 8 of Rome I also provides an exception where the circumstances as a whole establish a closer connection with another country. Establish the facts before deciding which protections apply. A US governing-law clause does not remove the need for that assessment.

Jurisdiction is a separate issue. A worker habitually working from Poland can generally sue a non-EU employer here. A clause signed before a dispute cannot freely remove the employee’s protected court options. Articles 21 and 23 of Brussels I bis allow, among other things, agreements made after the dispute arises or agreements giving the employee additional options.

For our startup, a contract and process designed for work in Poland are more useful than adding a Polish home address to the US template.

Direct employment needs a local operating process

Where Polish employment rules apply, the company needs more than a signed offer. The Polish Labour Code requires a workable employment package, including:

• Contract terms. Type of work, workplace, pay and its components, working-time fraction, start date and applicable terms for the contract type and duration. Employment contracts should be in writing; if that form was not used, the required written confirmation must be provided before the person starts work.
• Employee information. Working-time rules, rest, overtime, leave and termination procedures form part of the main information package, due within seven days after admission to work. Information about social-security institutions has a separate 30-day deadline, subject to the statutory exception.
• Hours and leave. In the basic working-time system, the general limits are eight hours a day and an average of 40 hours a week, with required rest and overtime compensation. Ordinary full-time annual leave is 20 or 26 days depending on legally recognised service; first-year and part-time entitlements follow separate rules.
• Termination. Applicable notice periods and formal requirements matter. Employer notice for fixed-term and indefinite contracts requires a stated reason. A US at-will clause does not replace these protections.

For 2026, the full-time minimum monthly wage is PLN 4,806 gross, under the 2026 minimum-pay regulation. Later years require a fresh check.

Separate non-compete restrictions during employment from those after it. Polish rules require written form, and a post-employment restriction has additional eligibility conditions and requires compensation. A broad restriction copied from a foreign template needs review.

Remote work still requires equipment, costs and health-and-safety arrangements

Permanent remote employment requires agreed workplace arrangements, necessary tools and coverage of the costs required by law. It is different from occasional remote work with its separate rules.

The startup should settle equipment, maintenance, access to systems, necessary electricity and telecommunications costs. A lump-sum allowance is possible, but it should reflect expected costs using the statutory criteria.

It also needs data-security procedures, an occupational-risk assessment, health-and-safety information and the required employee declarations. Remote work does not automatically remove medical-examination or training obligations. Initial training for an administrative or office role can be delivered entirely electronically where remote work was agreed when the employment contract was concluded. Do not assume that periodic training is automatically waived. See the Labour Code’s remote-work provisions and the ministry’s guidance.

Home inspections must respect the privacy of the employee and other occupants. Monitoring needs its own lawful purpose, basis, proportionality assessment and employee information. Buying an activity-tracking tool does not establish those conditions.

Social security: a local hire is not a temporary US posting

For someone hired to work permanently in Poland, the Poland-US social-security agreement starts from coverage in the country where the work is performed. Its exception for a qualifying temporary assignment, generally up to five years, does not automatically apply to a local Polish hire. The agreement published by the US Social Security Administration sets out the rules and exceptions.

If Polish coverage applies, the foreign employer must organise payer registration, employee enrolment, reporting and contributions. ZUS, Poland’s social-insurance institution, explains foreign-payer registration, including a Polish tax identifier, NIP, and the relevant registration form. A payroll provider can handle administration, but responsibilities must be allocated explicitly.

Do not automatically transplant an EU arrangement to a US employer. The procedure described by ZUS for an employee to take over contribution-payer duties by agreement concerns employers from the EU, EEA and Switzerland. It is not a general US-employer solution on the same legal basis.

For employers elsewhere, assess EU/EEA/Swiss coordination, the applicable bilateral agreement or the absence of one. Check health-insurance obligations separately from the benefits covered by a social-security agreement.

Polish personal tax and corporate tax presence are separate questions

A Polish tax resident working physically in Poland does not move their salary outside Polish personal income tax merely because the payer is abroad. Residence and the applicable tax treaty require their own assessment.

For foreign employment income received without an intermediary tax payer, the individual generally pays Polish tax advances and files an annual return. A Polish permanent establishment or other relevant employer circumstances can change the payroll analysis. See the PIT Act, particularly Articles 3 and 44, and the applicable treaty. The Ministry of Finance’s treaty list identifies the operative Poland-US agreement; signing a newer treaty does not by itself bring it into force.

A permanent establishment, or PE, is a taxable presence that can create corporate-tax obligations for the foreign company. A remote worker does not automatically create one. Relevant facts include the permanence and business use of the workplace, the functions performed and authority to conclude contracts.

Why the business needs activity carried out in Poland also matters. The OECD’s 2025 commentary update develops the home-office analysis. It is interpretative material, not an automatic amendment to the Poland-US treaty or a universal safe harbour based on days worked. An EOR arrangement alone does not guarantee that there is no PE.

What should the company check before using an EOR?

An employer of record is a provider that formally employs someone working for the customer company. It can administer local employment and payroll. The customer still needs to understand the legal structure and day-to-day allocation of duties.

The commercial label does not determine whether the arrangement is temporary agency work. If it is, agency registration, eligible work and statutory duration limits matter. The general limit for work for the same user employer is 18 months within 36 consecutive months, subject to specific rules and exceptions. Check the Polish Temporary Employment Act before assuming a provider can support an indefinite placement on that basis.

Allocate onboarding, leave approval, overtime, health and safety, and termination. Review transition to direct employment, exit fees, personal-data transfers outside the EEA and IP ownership. Administrative convenience does not settle the ownership of the product.

Genuine B2B: does the working arrangement support independence?

A Polish sole trader, known as a JDG, can provide services to a foreign business. An invoice does not settle whether the relationship is actually employment. Article 22 of the Labour Code examines work under the employer’s direction, at a designated place and time, for remuneration.

Coordination with the startup’s team can also exist in a genuine services relationship. Assess the arrangement as a whole: who organises the work, the contractor’s actual autonomy, economic risk and ability to serve other customers. One customer does not automatically establish employment; a second customer does not automatically prevent it.

The tax test under Article 5b of the PIT Act is distinct. It excludes business-activity treatment where the conditions concerning the customer’s third-party responsibility, direction and designated time and place, and the contractor’s lack of economic risk are all satisfied. The responsibility condition has an exception for liability in tort.

A genuine sole trader generally handles their own tax and contributions. The services agreement should reflect the actual arrangement and address scope, payment, termination, liability and IP.

Can minimum hourly pay apply to a sole trader?

Yes, some self-employed service providers are covered; not every B2B contract is. The rules include an individual with a business registered in Poland who has no employees or contracted service providers, working under an in-scope mandate or services contract. Assess the statutory scope and exemptions.

The 2026 floor is PLN 31.40 per hour. A monthly fee does not remove it where the rules apply. The exemption based on control over the time and place of performance also requires exclusively commission-based remuneration; those conditions are cumulative. See the ministry’s explanation and the Minimum Remuneration Act.

Who owns the code under each arrangement?

Under Polish law, economic rights in software created in performing employment duties generally belong to the employer unless the contract provides otherwise. Other employee-created works use a different mechanism, including acceptance and the employment contract’s purpose. See Articles 74(3) and 12 of the Copyright Act.

With an EOR, the formal employer may be the provider, not the startup. Verify the onward rights transfer. With B2B, the employee-software mechanism does not automatically apply: use an appropriate assignment or licence.

An assignment needs written form and specified fields of exploitation, meaning the covered uses. A qualified electronic signature can satisfy written form; an ordinary e-signing workflow may not. Moral rights are not assignable, and software has specific statutory exclusions from some general moral-rights protections.

Separate project code, pre-existing libraries, documentation and open-source components. Repository access is not itself an assignment. The startup code-ownership guide explains the broader IP review.

Equity needs both an award-type review and a Polish tax review

Employment, EOR and contracting can lead to different equity eligibility and tax outcomes. Resolve those questions before promising a grant. Vesting sets the pace at which rights are earned; it does not determine the instrument or tax point.

US Incentive Stock Options, or ISOs, have employment and corporate conditions under section 422 of the Internal Revenue Code. An EOR arrangement requires assessment of the actual employment and relationship with the issuer. The service label alone is insufficient. Nonstatutory options, often called NSOs or NQSOs, or another permitted award may be a route for a contractor. US counsel should confirm the award type and US consequences. See IRS Topic 427 and the IRS regulations addressing section 422.

Separately, Polish deferral until sale of shares under a qualifying incentive programme has specific conditions. These include a shareholder-resolution basis, a qualifying company and relationship, actual acquisition of shares and eligible employment or personal-services income, as well as the issuer’s country. See Article 24(11)-(12a) of the PIT Act.

Ordinary sole-trader business income is a different income category. Calling a plan an ESOP does not establish this deferral. With an EOR, check the issuer’s relationship with the actual employer. A cash award linked to enterprise value is also different from acquiring shares. For the timing mechanism itself, see founder vesting and cliffs.

When does a Polish subsidiary make sense?

A stable team may benefit from a local employer and management structure. Incorporation brings ongoing company administration, accounting, group transactions and an IP route to the entity commercialising the product.

Compare complete cost and responsibility. For EOR, include limits and exit. For direct employment, include payroll and operating procedures. For B2B, include classification risk. Comparing an invoice with gross salary alone misses much of the decision.

What to establish before making the offer

Record where the person will habitually work, who directs their work, who will employ or contract with them, what they create and whether equity is planned. Test the model at onboarding, during ordinary work and at termination.

Assign payroll responsibility, plan registrations, prepare remote-work arrangements, verify the IP chain and review the equity plan. Add a PE assessment where the facts raise local business-presence or contract-authority questions.

Through our legal services for technology businesses, we can connect those decisions with the contract and product. Send us the proposed working arrangement, including the company’s country, workplace, management structure, IP and equity. That gives the review a practical starting point before signature.

Primary sources

• Rome I, Article 8 and Brussels I bis, Articles 21 and 23: applicable law and employment jurisdiction.
• Current Polish Labour Code, remote-work guidance, 2026 minimum pay and minimum hourly-rate scope.
• ZUS foreign-payer registration and Poland-US social-security agreement.
• Polish PIT Act, operative tax treaties and OECD 2025 commentary update.
• Temporary Employment Act, Copyright Act, IRS Topic 427 and IRS regulations concerning statutory options.