Poland Corporate Tax 2026: Dividends & Capital Gains: What Changes

The pressure does not come from rates. It comes from mechanics. From definitions. From ownership thresholds. From withholding procedures. From how Polish tax authorities interpret rzeczywisty właściciel (beneficial owner), zakład (permanent establishment), and należyta staranność (due diligence).

For foreign investors, private equity sponsors, family offices, and multinational groups operating through Polish entities, 2026 is not about optimisation. It is about survivability under audit.

Corporate income tax in Poland (CIT / podatek dochodowy od osób prawnych)

Poland maintains a dual corporate income tax framework in 2026:

• 19% — standard CIT rate
• 9% — reduced rate for qualifying small taxpayers and certain start-ups

The reduced 9% rate applies strictly to operating income and is unavailable to most holding, financing, or IP-driven structures. Capital gains, passive income, and restructuring proceeds typically fall outside its scope.

The tax applies to:

• Polish limited liability companies (spółka z ograniczoną odpowiedzialnością – sp. z o.o.)
• Joint-stock companies (spółka akcyjna – S.A.)
• Limited partnerships subject to CIT
• Permanent establishments (zakład) of non-resident entities

Unlike federal systems, Poland does not impose regional corporate income taxes. Geography does not change the rate. Structure does.

Tax residency and permanent establishment risk (zakład)

Polish tax residency determines the scope of taxation.

Resident companies are taxed on worldwide income. Non-resident entities are taxed only on Polish-source income and profits attributable to a Polish permanent establishment.

Permanent establishment risk remains one of the most frequent sources of unplanned Polish tax exposure. In audits, the threshold is applied expansively.

Risk typically arises where foreign groups operate in Poland with:

• Polish-based staff authorised to negotiate or conclude contracts
• Warehouses, logistics hubs, or fulfilment centres
• Long-term operational activity exceeding auxiliary or preparatory functions

Digital businesses, e-commerce platforms, and cross-border service providers are increasingly exposed, particularly where operational control sits in Poland but invoicing does not.

Dividends in 2026: withholding tax and beneficial ownership

Dividends distributed by Polish companies are subject to a default 19% withholding tax (podatek u źródła).

Relief is available under double tax treaties and the EU Parent-Subsidiary Directive, but access is no longer mechanical.

In practice, dividend taxation in Poland is now decided by three tests:

• Beneficial ownership (rzeczywisty właściciel)
• Economic substance
• Anti-abuse / principal purpose analysis

To benefit from EU dividend exemption, the recipient generally must:

• Hold at least 10% of the Polish company
• Maintain the participation for a minimum of two years

However, meeting these thresholds is no longer sufficient. Polish tax authorities routinely challenge:

• Intermediate holding companies with limited decision-making power
• Treasury or dividend-collection vehicles
• Structures where cash flows pass through Poland without commercial risk

Dividend audits increasingly resemble substance investigations rather than legal reviews.

Pay-and-refund mechanism: where cash flow breaks

Poland’s pay-and-refund withholding mechanism remains one of the most disruptive features of the system.

Once annual payments to a single recipient exceed statutory thresholds, Polish payers may be required to withhold tax upfront—even where treaty or EU exemptions clearly apply.

Relief is available only through:

• Advance exemption opinions
• Formal refund procedures
• Extensive due diligence documentation

For groups relying on dividend upstreaming, interest payments, or royalty flows, this mechanism creates timing risk, liquidity friction, and audit exposure.

Capital gains: taxed by default, exempt by exception

Poland does not operate a broad participation exemption regime comparable to certain Western European jurisdictions.

Capital gains realised by Polish companies are generally taxed at 19%.

Exemptions exist but are narrow, condition-driven, and frequently disputed in practice. Authorities focus on:

• Holding periods
• Transaction substance
• Recharacterisation of gains as hidden distributions

Exit planning based on assumed exemptions increasingly requires advance confirmation and valuation support. Post-closing challenges are common.

Minimum income tax (minimalny podatek dochodowy)

Poland’s minimum income tax continues to apply in 2026.

Companies reporting losses or low profitability relative to revenue may be subject to tax calculated on adjusted financial metrics rather than taxable income.

This regime disproportionately affects:

• Asset-heavy businesses
• Highly leveraged structures
• Groups in investment or expansion phases

While exclusions exist, the compliance burden and modelling uncertainty remain significant.

Estoński CIT: deferral, not exemption

Poland’s Estonian CIT regime (ryczałt od dochodów spółek) remains available in 2026.

The system defers taxation until profit distribution but imposes strict conditions:

• Limited shareholder structures
• Employment thresholds
• Restrictions on passive income

It is not a holding regime. It is not an exit regime. It is an operating company cash-flow tool.

Transfer pricing and documentation pressure

Poland remains one of the most documentation-intensive jurisdictions in Europe.

Transfer pricing files, benchmarking, and real-time reporting obligations are aggressively enforced. Penalties for procedural failures often exceed the tax at stake.

In audits, weak documentation is frequently used as leverage to reprice transactions.

Incentives: available, conditional, auditable

Ulga B+R (R&D relief)

Poland offers enhanced deductions for qualifying research and development expenditure. In practice, eligibility depends on technical classification, project documentation, and cost allocation.

IP Box

Qualifying IP income may benefit from a reduced 5% tax rate.

In audits, authorities scrutinise:

• IP ownership
• Development location
• Cost tracking

Paper ownership without development substance fails.

Polska Strefa Inwestycji (PSI)

Income tax exemptions remain available for qualifying investments under the Polish Investment Zone regime, subject to investment thresholds and regional criteria.

Outlook for 2026 and beyond

Poland’s corporate tax system in 2026 is stable in form and confrontational in execution.

Dividends and capital gains are not unsafe—but they are no longer automatic. Structures that rely on formal compliance without operational substance face increasing audit exposure.

Groups that align ownership, cash flows, and decision-making reality remain best positioned to defend after-tax outcomes.

Damalion supports international entrepreneurs and investors to register their companies in Poland. Please contact your Damalion experts now.