KPMG Weekly Tax Review. Clearance opinion relating to sequence of activities involving family foundation

On 3 October 2025, a clearance opinion dated 16 September 2025 was published (ref. no. DKP3.8082.5.2025). The opinion pertains to a sequence of activities covering, inter alia: the establishment of a family foundation by natural persons; the entry of the foundation as a partner in subsidiaries; the withdrawal of the holding company from subsidiaries; the donation of all shares held by the founders in the holding company to the foundation; and the dissolution and liquidation of the holding company. According to the Head of the National Revenue Administration, while tax benefits the obtaining of which was the primary or one of the primary purposes behind performing the transactions, can be identified (since the adopted course of action was motivated also by the tax advantages of transferring the assets of the liquidated holding company to the foundation), such benefits do not contradict the intent or purpose of tax law or any of its provisions and the approach adopted is not considered artificial (as it is entirely rational). The Head of the National Revenue Administration pointed out that since the founders established a holding company as a succession vehicle, they can now take advantage of a method that will ensure the transfer of the family business to a foundation in a tax-neutral manner. Consequently, Article 119a(1) of the Tax Code was found to have no application to the tax benefits presented by the applicant. As a result, the Head of the National Revenue Administration issued a clearance opinion.

Opinia zabezpieczająca w zakresie zespołu czynności z wykorzystaniem fundacji rodzinnej

Last week, the opinion of the Anti-Tax Avoidance Council dated 7 September 2025 was published. It concerns the applicability of the GAAR clause to a sequence of transactions subject to the CIT for 2019. The sequence of transactions covered, inter alia: the formation of a Polish law private limited company; the acquisition of shares by the said company in a limited joint-stock partnership in exchange for a contribution consisting of trademarks; the disposal of trademarks to a different company; and the conclusion of a license contract for the use of the trademarks in exchange for remuneration. According to the Council, in the case at hand provisions of Article 16(1)(73) of the CIT Act should be applied, instead of the GAAR clause, which should be treated as a special regulation. The Council stated that the inclusion of license fees as tax-deductible costs was in breach of Article 16(1)(73) of the CIT Act. At the same time, the Council stressed that a tax benefit within the meaning of the Polish Tax Code did not materialize, since the incorrect recognition of tax-deductible costs (i.e., including expenses as tax-deductible costs that should not have been treated as such) did not trigger tax liability or affect its amount. As a result, the Council found that Article 119a et seq. of the Polish Tax Code do not apply to the analysed sequence of transactions.

Uchwała nr 5/2025 Rady do Spraw Przeciwdziałania Unikaniu Opodatkowania z 7 września 2025 r.

On 30 September 2025, Council Implementing Decision (EU) 2025/1986 of 22 September 2025 authorizing the Republic of Poland to further apply special VAT measures was published in the Official Journal of the European Union. It authorizes Poland, until 31 December 2028, to limit to 50 % the right to deduct VAT on the purchase, intra-Community acquisition, importation, hire, or leasing of certain motorized road vehicles and expenditure related to those vehicles, where such vehicles are not entirely used for business purposes.

Council Implementing Decision 2025/1986/EU of 22 September 2025

Last week, the Council of Ministers passed, inter alia, the bill amending the CIT Act, introducing changes to taxation of family foundation and providing for no tax exemption for revenue earned by a family foundation from the disposal of assets contributed or donated to the family foundation, or acquired by the family foundation from a related entity, after 31 December 2025 and conditioning the application of preferential tax treatment on maintaining ownership of assets for a specified period, i.e., 36 months (new regulations are to enter into force on 1 January 2026) and the bill amending the CIT Act and the Act on the tax on certain financial institutions, providing, inter alia, for introducing higher CIT rates for banks (which are to take effect on 1 January 2026) and a gradual reduction in the tax on certain financial institutions (new regulations are to enter into force on 1 January 2027). The bills have already been submitted to the Sejm and moved to the first reading.

Rządowy projekt ustawy o zmianie ustawy o podatku dochodowym od osób prawnych i ustawy o podatku od niektórych instytucji finansowych

Rządowy projekt ustawy o zmianie ustawy o podatku dochodowym od osób prawnych

The Ministry of Finance has released working versions of the logical structures (schemas) for the electronic transfer pricing reports TPR-P and TPR-C (variant 6). The templates are available on the Tax Portal website, under the XML Document Structures tab (link). Compared to variant 5 of the TPR template, a new field, ‘Accounting standard,’ has been added; it is now possible to enter the PKD code according to either the 2007 or 2025 classification; and the names of technical fields in the template have been changed. The working versions of the logical structures have been prepared on the basis of the consulted draft regulations of the Minister of Finance amending the regulations on transfer pricing information related to corporate income tax (link) and personal income tax (link). Substantive comments can be submitted by 10 October 2025 to the following email address: konsultacje.ct@mf.gov.pl.

Robocze wersje struktur logicznych Informacji TPR – wariant 6

On 2 October 2025, the CJEU entered a judgment (case C-535/24), according to which actions taken by a creditor to recover a debt where those actions were taken without authority or mandate from the debtor cannot be classified as a ‘supply of services for consideration’ and cannot be treated in the same way as that concept for the purposes of those provisions.

According to the judgment of the Supreme Administrative Court dated 26 September 2025 (case file I FSK 1154/22), in situations where the contractor does not remunerate the subcontractor and the latter is instead remunerated by the ordering party (who is jointly and severally liable for payment with the contractor), the split payment mechanism under Article 108a(1a) of the VAT Act shall be mandatory. In the opinion of the Supreme Administrative Court, this position is consistent with a purposive interpretation, is beneficial to taxpayers, and does not impose any special obligations on them.