When an increase in share capital may be considered a tax scheme – general tax ruling of the Ministry of Finance of July 31, 2025
The Minister of Finance and Economy published a general tax ruling explaining when an increase in the share capital of a company may be considered a tax scheme (MDR).
According to the ruling, the mere increase in share capital by a non-cash contribution does not trigger an MDR reporting obligation solely because it is not subject to the civil law transactions tax (PCC). Likewise, subscribing for shares at a price higher than their nominal value, with PCC being levied only on the nominal value, does not constitute a tax scheme, provided that the premium does not entitle the subscriber to acquire a larger number of shares.
However, a reporting obligation may arise if shareholders deliberately reduce the PCC base, for example by making a cash contribution exceeding the share capital increase, while transferring the surplus to the reserve capital. In such cases, it must be assessed whether the main benefit of the transaction was a reduction of tax.
Our comment:
The new general tax ruling provides significant legal certainty in typical equity financing transactions, particularly those resulting from investment agreements. In practice, the key issue will be documenting the actual purpose of the capital increase and demonstrating that PCC savings were not the main motive. Diligence in substantiating the economic rationale of the transaction will help avoid unnecessary MDR reporting.
Unpaid loan from a foreign shareholder and CIT – tax consequences upon company liquidation
In an individual tax ruling of July 24, 2025 (ref. 0111-KDIB2-1.4010.243.2025.1.AG), the Director of the National Tax Information confirmed that an unpaid loan and accrued but unpaid interest owed to a foreign shareholder do not generate taxable income on the part of the liquidated company. There is also no obligation to withhold tax (WHT) on interest, since no payment (including capitalization) has taken place.
Our comment:
The above confirms the approach prevailing in tax rulings: the termination of a company’s legal existence and non-repayment of a loan does not automatically generate income for the liquidated company. The key factor is that there was no debt forgiveness, set-off, or release of the obligation. In practice, the liquidation of a company with an outstanding loan does not create negative CIT consequences – neither for the company (borrower) nor for the taxpayer (lender).
We recommend documenting the absence of any debt forgiveness agreements and the absence of interest payments – especially in dealings with related parties.
Postponement of loan repayment does not create income from gratuitous benefits
In an individual tax ruling of July 23, 2025 (ref. 0111-KDIB2-1.4010.290.2025.1.ED), the Director of the National Tax Information confirmed that the postponement of loan repayment – both principal and interest – does not result in taxable income from gratuitous benefits on the part of the borrower (under Article 12(1)(2) of the CIT Act). Likewise, an agreement that principal and interest are to be repaid in a single installment at the end of the loan term does not create taxable income.
As a result, companies using intra-group financing may – within flexible loan arrangements – defer repayment dates or agree on a single repayment of principal and interest without tax risk.
Our comment:
This tax ruling confirms the well-established approach of administrative courts and tax authorities: merely postponing the payment date – provided that the debt is neither forgiven nor time-barred – does not generate an economic benefit and should not be taxed. This is practical guidance for corporate groups managing liquidity and structuring intra-group loans.
It is advisable to document the arm’s-length nature of such arrangements – especially in related-party situations.
The Mayor of Kielce recognized that a waste-bin enclosure (garbage shed) should not be subject to property tax
In an individual tax ruling of May 29, 2025 (ref. PNW-VII.310.2.2025), the Mayor of Kielce confirmed that a waste-bin enclosure (garbage shed) should not be subject to real estate tax. Although it is a construction object, its function – protecting and organizing waste storage – qualifies it as a utility facility serving public order, and thus excluded from taxation. Under the current wording of the Local Taxes and Fees Act, such facilities, provided they actually serve order-related purposes, are not treated as taxable structures, even if they have the features of a shed.
Our comment:
This tax ruling confirms a favorable trend for taxpayers regarding the Local Taxes and Fees Act, as amended on January 1, 2025. The practical significance lies in the function of the given facility. This means that entrepreneurs should verify whether the maintenance facilities they have constructed – such as waste-bin enclosures (garbage sheds) – qualify for exclusion from taxation.
It is worth noting that the actual purpose of the facility, not merely the taxpayer’s statement, is decisive – therefore photographic documentation and a description of use will be useful in the event of tax inspections.
