Poland: Guidance on mandatory disclosure rules (MDR)

General ruling on meaning of tax scheme; amendments to tax guidelines on professional secrecy

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August 7, 2025

The Minister of Finance on July 31, 2025, published a general ruling (ref no. DTS5.8092.3.2025 dated July 29, 2025) providing that any increase in the share capital of a company through non-cash contributions (either subject to or exempt from value added tax (VAT)) is not considered a tax scheme for purposes of the mandatory disclosure rules (MDR) because it is not subject to the tax on civil law transactions. The same is true for cash contributions, provided that the tax on civil law transactions is paid on the value of the increase, and the surplus over the face value does not give any right to supplementary shares. However, intentional undervaluation of the share capital increase in relation to the cash contribution made, if the main goal is to reduce the amount of the tax on civil law transactions, can be treated as a tax scheme for MDR purposes.

In addition, the Ministry of Finance on July 29, 2025, published amendments to the tax guidelines dated January 31, 2019, on the legally protected professional secrecy of promoters and supporters under MDR, to reflect the recent judgments of the Court of Justice of the European Union (CJEU) in cases C-694/20 and C-623/22. In those cases, the CJEU clarified which professions enjoy professional secrecy protections and what information those protections cover.

Read an August 2025 report prepared by the KPMG member firm in Poland

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