On 15 April 2025, the Deputy Minister of Finance, in response to a parliamentary question, issued a statement clarifying the reporting obligations of indirect shareholders of real estate companies (RECo).
Informational obligations of RECo companies and their shareholders
The wording of the current regulations requires entities meeting the definition of a real estate company and their shareholders holding at least 5% of shares/votes to inform the Head of the National Revenue Administration (KAS) about the ownership structure of such entities.
Reporting is carried out using special electronic forms:
- CIT-N1/PIT-N1 – information submitted by a real estate company about its shareholders;
- CIT-N2/PIT-N2 – information submitted by a shareholder about their rights to a real estate company.
These forms must be submitted by the end of the third month following the end of the RECo company’s tax year (or financial year if the company is not a taxpayer).
The information obligation on the part of the shareholders arises regardless of whether income (revenue) from this share was obtained in the tax year at the end of which the information is submitted.
When does a company become a real estate company (RECo)?
It is crucial to determine when a company becomes a real estate company and thus becomes subject (together with its shareholders) to reporting obligations.
According to the statutory definition, in order to be considered a RECo, a company must meet all of the following conditions:
|
Criteria |
Start-up entity |
Existing entity |
|---|---|---|
|
Moment of verification |
Balance sheet as at the first day of the fiscal (financial) year |
Balance sheet as at the last day of the year preceding the tax (financial) year |
|
Share of real estate in assets |
At least 50% of the market value of the assets, directly or indirectly, was the market value of real estate located in the territory of the Republic of Poland or rights to such real estate, and |
At least 50% of the carrying amount of the assets directly or indirectly represented the carrying amount of real estate located in the territory of the Republic of Poland or rights to such real estate, and |
|
Minimum property value |
The market value of these properties exceeded PLN 10 million or the equivalent. |
The carrying amount of these properties exceeded PLN 10 million or the equivalent, and |
|
Share of property income in total income |
n/a |
In the year preceding the tax (financial) year, tax revenue from leases, subleases, leases and other contracts of a similar nature or from the transfer of ownership, the subject of which is real estate or rights to real estate, and from interests in other real estate companies, accounted for at least 60% of total tax revenues or revenues included in the net financial result. |
What was asked in the parliamentary question?
The parliamentary question was aimed at obtaining an answer to the question whether the information obligation in the case of real estate companies also applies to shareholders who hold shares only indirectly.
The parliamentary question emphasised that the provisions in this matter are unclear and many taxpayers may not be aware of their obligations to inform the Head of the National Revenue Administration (KAS). In the case of complex shareholding structures, the companies themselves may not have sufficient information about all their shareholders.
These ambiguities in the law may cause interpretation problems, but also entail serious consequences, as failure to comply with the information obligation carries the risk of criminal and fiscal penalties.
The Deputy Minister makes it clear
The content of the response to the parliamentary question indicates that the mere fact of holding, directly or indirectly, shares in a real estate company determines the existence of the disclosure obligation.
In support of his position, the Deputy Minister referred to the general interpretation of tax law issued by the Ministry of Finance at the beginning of 2023 (reference number DD5.8203.7.2022).
According to the above-mentioned general interpretation, the linguistic interpretation of the questionable provisions, supported by the rules of purposive interpretation, links the information obligation to the mere fact of holding shares in a RECo company.
The purpose of the provisions regulating the reporting of real estate companies is to enable the National Revenue Administration (KAS) to obtain information about all entities that may be liable to pay tax in Poland in the event of the sale of shares in RECo companies.
The nature (direct or indirect) of the holding of these rights does not in any way differentiate the tax obligations of the shareholders of real estate companies.
Permanent position of authorities
In light of the established position of the Ministry of Finance, indirect shareholders of real estate companies should exercise particular caution and ensure timely and accurate reporting of their shares. This applies in particular to companies with a complex ownership structure.
Our support
If you have any doubts as to the scope of these obligations, we will be happy to assist you in fulfilling them correctly. Please do not hesitate to contact us. We are here to make your business easier.
Making business easier.
