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Taxman changes its mind on CEOs


​by Monika Spotowska 

12 October 2022  

Recently, the Head of the National Revenue Information Service (NRIS) has been refusing to issue an advance tax ruling to management board members who intend to provide separate services to their company under a separate agreement.


A sudden change of position by the Head of the NRIS may be confusing to managers who provide separate services to the company they manage, such as: 

  • strategic advice, 
  • customer/client search, 
  • sales agency. 


If they wish to tax the above-mentioned services as business income and apply for an advance tax ruling to confirm, for example, that they may use a flat-rate tax, it is highly probably that the Head of the NRIS will refuse to issue a ruling. The authority argues that anti-tax avoidance clause may apply in this case.


The Head of the NRIS emphasizes that optimisation in the form of tax savings is achieved by using a relatively low flat rate (15% or 8.5% – depending on the type of service) instead of the standard tax rates applicable to management board members, i.e. PIT according to tax brackets (with PIT rates of 12% and 32% on income above 120,000 zloty a year) and 4% of solidarity tax on income above 1 million zloty a year.


The Head of the NRIS believes that a company may also obtain an unauthorised tax advantage. It might recognise the manager's salary under a B2B contract as a tax-deductible expense. According to the authority, a reasonable entity would only make it to obtain a potential tax advantage.


New approach


Until a few months ago, the Head of the NRIS did not refuse to issue rulings and even expressed its opinion on the management consulting services provided by managers to their company (although tax rulings in this respect were always unfavourable to taxpayers). 


The latest refusals to issue a ruling do not deal with individual activities performed as part of the provided services following artificial separation of such activities. The authority seems to think that the mere fact that services are provided under a B2B contract is the basis for considering activities as artificial.


This is another unfavourable change in the line of rulings issued by the Head of the NRIS. If you have any questions about the possibilities or rules of relationship between a company and a member of its management board, please contact our experts.


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Monika Spotowska

Attorney at law (Poland), Tax adviser (Poland)

Associate Partner

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