Polish holding company in 2023

A Polish holding company has been functioning under tax law since 1 January 2022. By obtaining the status of a Polish holding company, the entity is able to benefit from income tax exemptions. However, certain conditions specified in the Corporate Income Tax Act must be met.

What is a Polish holding company? What is the essence of its functioning? We present answers to these questions below.

Table of Contents

• Polish holding company in 2023 – statutory definition
• Polish holding company in 2023 – the concept of the institution
• Summary

Polish holding company in 2023 – statutory definition

The legal basis for functioning of Polish holding companies is the CIT Act. Chapter 5b of the Act regulates their taxation. It also specifies the definition of a holding company.

According to the Corporate Income Tax Act, a holding company is:

• a limited liability company,
• a simple joint-stock company,
• a joint-stock company

that is subject to CIT and meets the conditions specified in the regulations. What are these conditions?

The Corporate Income Tax Act states that a holding company:

• holds directly  at least 10% of shares (stocks) in the capital of a subsidiary company
• is not a company that forms a tax capital group,
• does not benefit from tax exemptions,
• conducts a real economic activity.

Shares (stocks) in a holding company cannot be held by a shareholder who has their headquarter, management, registration, or location in a territory or country that:

• is listed in the EU list of non-cooperative jurisdictions for tax purposes adopted by the Council of the European Union,
• with which Poland has not ratified an international agreement. It particularly concerns a double taxation avoidance agreement. Also, the country with which the EU hasn’t ratified an international agreement that forms the basis for obtaining tax information.

An entity can be recognized as a holding company only if it fulfils all the above conditions.

Several requirements are also established regarding the subsidiary of a Polish holding company.

The CIT Act defines a subsidiary as a company that meets the following conditions:

• the holding company directly holds at least 10% of shares (stocks) in the capital of that company based on ownership rights;
• it doesn’t have the right to participate in an investment fund or in a collective investment institution. It also doesn’t have other property rights related to receiving benefits as a founder or beneficiary of:

– a foundation,

– a trust or other entity,

– a legal relationship of a fiduciary nature, or

– other rights of a similar nature;

• it is not a company that forms a tax capital group.

 Both holding companies and subsidiaries must meet the conditions described above:

• on the day preceding the receipt of dividends or the disposal of shares (stocks),
  • continuously for a period of at least 2 years.

Polish holding company in 2023 – the concept of the institution

The essence of the Polish holding company institution consists of:

1. Complete exemption from taxation of dividends paid by subsidiary companies to the holding company.
2. Exemption from taxation of the sale of shares in subsidiary companies to unrelated entities

Dividends received by a holding company from subsidiary companies are subject to income tax exemption. This results from the CIT Act. The full exemption has been effective since 1 January 2023. The previous provision exempted dividends only up to 95% of their amount.

Income of a Polish holding company can also be exempt from income tax in the case of the sale of shares (stocks) of a subsidiary company to an unrelated entity. To benefit from the exemption, the Polish holding company makes a relevant declaration. It should be submitted to the head of a competent Tax Office. It is important to note that it must be done at least 5 days before the date of sale.

The statement of the Polish holding company on the intention to use the exemption includes:

1. Names, surnames, addresses, and tax identification numbers of the parties to the agreement.
2. Name, address, and tax identification number of the subsidiary company which shares will be sold.
3. Indication of the share in the capital of the subsidiary company that will be subject to the sale.
4. Planned date of concluding the agreement.

The exemption does not apply if at least 50% of the value of the assets of these companies consists of:

• Real estate located in Poland,
• Rights to real estate located in Poland.

Summary

A Polish holding company is an excellent alternative to a tax capital group. Its purpose is to create favourable conditions for entrepreneurs and keep capital in Poland.

If you found the above entry interesting and want to learn more about the topic, we invite you to cooperate with us. Experts from our law firm in Łódź and Warsaw are at your disposal. Contact us today and let us help you.