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Information obligations of real property companies and their shareholders – general ruling of the Minister of Finance

by Monika Bartosiewicz

8 March 2023

The Minister of Finance has issued a general advance tax ruling on information obligations of real property companies and taxpayers holding shares in such companies. The ruling extends the list of entities obliged to report by including entities that are not in fact taxpayers.

Real property company – definition and obligations

Simply speaking, real property companies are non-individuals in which:

at least 50% of assets are made (directly or indirectly) of real properties, and their total value exceeds 10 million zloty – as regards new entities;
at least 60% of annual revenues come from real properties and which meet the above two conditions – as regards existing entities.

Real property companies and their shareholders holding directly or indirectly at least 5% of votes or shares are obliged to submit their shareholding structure to the Head of the National Revenue Administration within 3 months of the end of the tax year.

Finance Minister's ruling

Only taxpayers who were subject to CIT or PIT used to be obliged to report their shareholding in real property companies.

Now, the Finance Minister's ruling says that the mere fact of holding directly or indirectly 5% of rights (shares, participation rights or other rights) in a real property company is enough to trigger the reporting obligation.

As a consequence, the mere possibility of being able to sell the shares will trigger reporting obligations.

Implications of the ruling

For shareholders in real property companies, this means that:

if a shareholder is a foreign entity, it has to report to the Head of the National Revenue Administration even if it is not a Polish taxpayer;
in order to report, the foreign entity needs to obtain a Polish tax identification number (NIP) or a personal identification number (PESEL).

The deadline for reporting the shareholding structure of the real property companies – as regards companies in which the tax year is the same as the calendar year – expires on 31 March 2023.

The reporting process may take some time as it involves analysing the shareholding structure and requires collecting relevant documents. Therefore, we recommend starting the work now to make sure that the obligations are met on time.

If you would like to know the details concerning the new obligations, you are welcome to contact us.

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Monika Bartosiewicz

Tax adviser (Poland)

Associate Partner

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