The Polish Ministry of Finance and Economy published a general tax ruling on July 31, 2025, clarifying the tax treatment and reporting obligations connected with capital increases in companies, specifically regarding the Mandatory Disclosure Rules (MDR) related to tax schemes.
Key takeaways from the general tax ruling
In brief, the Ministry confirms that an increase in a company’s share capital — whether by issuing new shares or raising the nominal value of existing shares — does not automatically trigger an MDR reporting obligation as a tax scheme (a “reportable scheme”). This holds especially when there is no obligation to pay the tax on civil law transactions (PCC), or when the tax base for PCC is lower than the total value of contributed capital, in line with current legal provisions.
The MDR reporting duty arises only if two main conditions are met simultaneously:
- the transaction exhibits one or ,more of statutory “hallmarks” (such as heavily standardized documentation or a form that facilitates repetitive use with multiple participants), and
- the transaction’s main or one of the main drivers is a tax benefit, notably through deliberate reduction of the PCC tax base (e.g., intentionally not increasing the statutory capital by the full amount of contributed funds to limit tax exposure).
Hence, straightforward capital increases directed at genuinely recapitalizing a company, conducted according to legal norms, are not considered reportable tax schemes, even if they result in some tax advantage.
Nuances in PCC and VAT interaction
The Ministry also highlights the complex interplay between PCC and VAT in capital increases.
For example, contributions in kind that are subject to or exempt from VAT typically do not trigger PCC tax obligations, in line with EU law principles. Consequently, such transactions usually do not qualify as MDR-reportable schemes on the sole basis of PCC non-payment.
Conversely, transactions where shareholders deliberately reduce the declared capital increase to share capital in favor of supplementary capital to lower PCC may be scrutinized more closely for MDR.
What this means for your business
The Ministry’s guidance reflects a balanced and nuanced approach. While it confirms that capital increases are not per se reportable under MDR, it cautions that arrangements mainly motivated by tax benefits, especially those that manipulate tax bases, could attract reporting obligations.
For companies operating in Poland, this means careful analysis is essential when planning capital increases. Understanding when MDR reporting is necessary can avoid potential compliance risks and penalties.
How we can help
Navigating Polish MDR regulations and interpreting tax interpretations like this one is complex. Our team specializes in Polish corporate tax law and MDR compliance. We are happy to assist you in:
- assessing your transactions for MDR reporting obligations
- preparing and submitting MDR notifications correctly and timely
- advising on optimal structuring of capital increases to minimize risks.
If your company is considering a capital increase or has questions about MDR, please reach out. We provide clear, practical guidance tailored to your business needs.
The official document of the general interpretation you may find HERE [in Polish only].
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