Moving money around a group is routine treasury work: the parent funds the Polish subsidiary, or the subsidiary passes spare cash back up, or sideways to a sister company. Everyone involved knows a loan is allowed. What foreign groups underestimate is how much of “doing it properly” sits outside the loan agreement itself - whether the interest is defensible to the tax authorities, who owes a small transfer tax, whether the company can even deduct what it pays, and whether a file exists that still makes sense once the people who agreed the deal have moved on. None of this is hard. It is just easy to skip, and some of it is expensive to skip.

A loan is the easy part

Any entity in the group can lend to, or borrow from, the Polish subsidiary. The loan contract (umowa pożyczki, Art. 720 KC) is a plain civil-law contract: no licence, no registration, no notarial deed. By law a loan above PLN 1,000 should be in documentary form, and that requirement on its own does not affect validity. But the most common intra-group loan carries a stricter rule. If the parent holds all the shares in the Polish company, every declaration of will it makes to that company - including its side of a loan, whether it lends or borrows - must be in written form: a handwritten signature or a qualified electronic signature, not an email (Art. 173 § 1 KSH). Without it the loan is void, and the money is owed back as an undue payment. Polish commentators take the view that the rule applies even when the loan is governed by foreign law and signed abroad, because it belongs to the Polish company’s own law rather than to the law of the contract. The parent can sign its own copy at home; an exchange of separately signed documents is enough. So “can we?” is never the interesting question. What matters is the form, the rate, the tax, the file - and, with one sharp exception, the corporate approvals are a formality. Take them in turn.

Price it at arm’s length

This is the part a CFO or head of legal should actually spend time on.

For precision: I am an advocate, not a tax adviser, and the tax points in this article are signposts, not advice. Confirm the figures, the deductions and your documentation duties with your Polish tax adviser.

A loan between related parties has to be priced as if the parties were unrelated: a market rate, a market margin, market security. If it is not, the Polish tax authorities can adjust the income on both sides - too low a rate understates the lender’s income, too high a rate inflates the borrower’s deductible cost. Two things follow, and it helps to keep them apart: getting the rate right, and documenting the transaction.

For the rate, the simplest route is the transfer-pricing safe harbour (bezpieczna przystań, Art. 11g CIT). If the loan meets every condition in the Minister of Finance’s annual notice - for loans in 2026, the notice of 10 December 2025 (M.P. 2025 item 1249) - the tax authority will not question the interest rate, and you do not have to prepare a local file for that loan at all. The conditions, in outline: the interest is a published base rate plus a set margin - a margin of no more than 2.6 percentage points for the borrower, and no less than 2.0 for the lender; the base rate is the one named for the currency (for the złoty, WIBOR 3M, WIRON 3M or POLSTR 3M; EURIBOR 3M; 90-day average SOFR; SARON; SONIA), applied exactly as the notice sets it - an averaged WIBOR, for instance, does not qualify; no fees or commissions beyond interest; a term of no more than five years; the outstanding principal of related-party loans does not exceed PLN 20 million at any point in the tax year, counted separately for money lent and money borrowed; and the lender is not resident in a jurisdiction applying harmful tax competition. The test is applied on the day the loan is signed - and again whenever an annex changes the interest, because that counts as a new signing date. The notice is reissued each year, so check the one in force on that day.

If the loan falls outside the safe harbour, the alternative is to price it yourself and keep a benchmarking analysis showing the rate is market. That is about proving the rate - it is not the same as the documentation duty, which is a separate question.

Outside the safe harbour, documentation turns on value. Once a loan’s capital crosses the PLN 10 million threshold for financial transactions - tested per transaction and per tax year, and separately for the money you lend and the money you borrow - a local file is due, together with the annual TPR report, in each year the loan runs. The threshold drops to PLN 2.5 million if the other party sits in a tax haven, and a purely domestic Polish related-party loan may be exempt. Inside the safe harbour the local file falls away, but two things remain: the TPR report still lists the loan, and the tax authority can demand documentation if it suspects the conditions were not met.

Who pays PCC - and when it is exempt

A separate, smaller tax: the 0.5% tax on civil-law transactions (podatek od czynności cywilnoprawnych, ‘PCC’). It is worth taking in order, because the answer is often that no PCC is due at all.

First, is the loan within PCC’s scope? A loan concluded abroad can fall outside it. More important in a group: a loan is outside PCC where it is subject to VAT, or where one party is VAT-exempt for it (Art. 2(4) PCC) - so a loan from a sister company acting as a VAT taxpayer is frequently not a PCC event in the first place.

Second, if it is within scope, is it exempt? A loan from a shareholder to its sp. z o.o. is exempt (Art. 9(10)(i) PCC) - that covers the ordinary parent-to-subsidiary shareholder loan; there is also an exemption for foreign entities that lend professionally.

Only if the loan is both within scope and unexempt does the 0.5% bite - on the principal, and payable by the borrower (so if your Polish subsidiary borrows, the charge lands on it). The practical point: do not assume 0.5% on a non-shareholder loan; check the VAT position first, because it often takes the loan out of PCC entirely.

Can the borrower actually deduct the interest?

A market rate gets the pricing right, but it does not guarantee the Polish borrower a deduction. Three limits bite most often, all signpost-level.

The cap on debt-financing costs (Art. 15c CIT) disallows the excess of net financing costs over the higher of PLN 3 million or 30% of tax EBITDA - a real constraint on a thinly capitalised subsidiary carrying group debt. Separately, interest is deductible only when paid, not merely accrued, so rolled-up interest gives no deduction until it is actually paid. And related-party financing used for capital transactions - funding additional contributions, or buying shares - is not deductible at all.

One trap deserves its own line: if the Polish company is on the Estonian CIT (the lump-sum regime), a loan it makes to a shareholder or a related party is treated as a hidden profit and taxed (10% or 20%), and so is interest on a loan those parties make to it (Art. 28m(3)(1) CIT). For the upstream and sideways loans this article is about - and above all a loan to an individual owner - that is a charge to check before lending, not after.

Put it in writing - even after the money has moved

Groups sometimes treat an intra-group loan as a transfer backed by an email. Between a parent holding all the shares and its Polish subsidiary, that leaves no valid loan at all (Art. 173 § 1 KSH). Between other group companies the loan survives, but the file still has to stand up to a tax inspection, including a transfer-pricing review of the rate and terms agreed. The practical rule: every intra-group loan should be in writing and signed, with the amount, the term, the interest and the security on the page.

And if the money has already gone out before anyone wrote anything down - which happens - it is not too late. I have often prepared loan agreements after the funds were transferred. Be clear, though, about what the late document does. Between sister companies it records the terms of a loan that was valid all along. Where the parent holds all the shares, there was no valid loan to confirm - only money the subsidiary owes back as an undue payment - and the signed agreement is what turns that debt into a loan, on its terms, from the day it is signed; how to treat interest for the period before is a question for your tax adviser. Either way, the reason to do it is simple: treasury officers rotate, groups reorganise, and the email thread where the rate was “agreed” tends to vanish about five years after the loan was made - which is exactly when a tax inspector asks on what terms it was really granted. A signed document, even one signed late, answers that question. One caution when you paper a loan after the event: check the PCC position at the same time, because relying on a loan on which PCC was due but never paid, once a tax check is under way, is taxed at a 20% penalty rate (Art. 7(5) PCC). Settle any arrears before an inspection, not during one.

Do you need a shareholders’ resolution? (Art. 230)

Here is the provision foreign groups hear about and overrate. Under Art. 230 KSH, if a company disposes of a right or takes on an obligation worth more than twice its share capital, the management board needs a shareholders’ resolution - unless the articles of association say otherwise. Polish subsidiaries often have the statutory minimum share capital of PLN 5,000, so “twice the share capital” is PLN 10,000, and almost any real loan clears it.

Two features make this far less alarming than it looks. First, Art. 230 is internal only: the statute expressly switches off the invalidity rule (Art. 17 § 1 does not apply), so a loan made without the resolution is still fully valid and binding. What remains is the board’s liability to the company (Art. 293 KSH) for acting without the approval it should have obtained - an internal risk, not an external one. Second, the rule is default law: the articles can simply exclude it. So in a wholly-owned group there are two clean options - the parent, as sole shareholder, passes the resolution, or the articles exclude the rule altogether (an amendment of the articles: a two-thirds majority, a notarial protocol, and entry in the register).

In practice I exclude it as a matter of course - there is no point keeping a control the sole shareholder does not need, the more so as you cannot give the board a single blanket consent for all future loans; strictly, each transaction needs its own resolution. Just as often I find the restriction sitting in a company’s articles and simply being ignored, because no one knew it was there. Either way the loan is not at risk - but the board is.

The board-member trap (Art. 15)

This is the one where invalidity is real, and it is the trap in the title. If a company enters into a loan, credit, surety or similar agreement with, or for the benefit of, a member of its own management board, supervisory board or audit commission, a commercial proxy holder (prokurent) or a liquidator, it needs the consent of the shareholders’ meeting (Art. 15 § 1 KSH). Without that consent the agreement is void - though consent can still be given up to two months afterwards, with retroactive effect - and, unlike Art. 230, the rule cannot be switched off in the articles.

In a group this bites more often than people expect, because the Polish board is usually staffed by group managers - often the same people who run the parent. A loan from the Polish company to one of them, or a guarantee it gives for their personal borrowing, needs the consent of the Polish company’s shareholders’ meeting - in a wholly-owned subsidiary, a resolution signed by the parent. The same goes for the owner: if the ultimate individual owner also sits on the Polish board and the company lends to them, it is a board-member loan like any other. In my experience this consent is often simply not given: awareness of the provision is low, and in the corporate rush it is skipped.

For precision: Art. 15 § 2 KSH extends the rule upwards - a subsidiary lending to a management board member, commercial proxy holder or liquidator of its parent company needs the consent of the parent’s shareholders. But the consent sits with the parent’s shareholders, so it is a matter for the parent’s own law, and the leading commentary reads § 2 as not reaching a foreign parent company. In a foreign group, § 2 matters mainly where a Polish holding company sits in the chain and the borrower is on its board.

What this means for you

For the ordinary case - the parent lending to its wholly-owned Polish subsidiary - the corporate side is light. There is no Art. 15 problem (the counterparty is a company, not a board member), and Art. 230 is an internal formality you handle once, ideally by excluding it in the articles. The work that matters is tax and documentation: price the loan at arm’s length (safe harbour or benchmark), get the PCC treatment right (often no PCC at all; 0.5% and borrower-paid only where it is due), check the borrower can deduct the interest, and have the parent sign the agreement - for a parent holding all the shares that signature is a condition of validity, and for everyone it is the file that survives an inspection. The moment an individual enters the picture - a loan to a board member, including an owner who also sits on the Polish board - stop and check the Art. 15 consent, because that is the approval without which the loan is void.

Watch out

  • A parent holding all the shares must sign. Its side of any loan with the Polish subsidiary - lending or borrowing - needs written form on pain of nullity (Art. 173 § 1 KSH). An email is not a signature, and on the prevailing view a foreign governing law is no way round it.
  • The Art. 15 consent is the one quietly skipped. A loan or guarantee from the Polish company to one of its own board members - in a group, typically a group manager - is void without the shareholders’ consent, and awareness of the rule is low.
  • A non-market rate is adjusted on both sides. Too low and the lender’s income is topped up; too high and the borrower’s deduction is cut. Arm’s length is not optional, and the safe harbour is the simplest way to stay inside it.
  • Interest deductibility is capped. Net debt-financing costs above the higher of PLN 3 million or 30% of tax EBITDA are not deductible; accrued-but-unpaid interest gives no deduction; and financing used for capital transactions is not deductible at all.
  • Estonian CIT turns an upstream loan into taxable hidden profit. If the Polish subsidiary is on the lump-sum regime, lending to a shareholder or related party - or paying interest on a loan from them - is taxed as a hidden profit. Check before lending up or sideways.
  • A restriction left in the articles still binds the board. If the articles require a resolution for loans and the company ignores it, the loan is valid but the board carries the liability. Clean it up - exclude Art. 230, or actually pass the resolutions.
  • If the subsidiary ever fails, a shareholder loan ranks near the back. A shareholder’s loan to the company from the five years before a bankruptcy filing is satisfied in one of the last categories, behind ordinary creditors (Art. 342 of the Bankruptcy Law). It rarely crosses anyone’s mind when the loan is made - but it is a reason groups sometimes fund with additional contributions or convert a loan into capital before trouble arrives.

Next steps

  1. Decide the funding route: a shareholder loan (simple, usually PCC-free) or another instrument such as additional contributions.
  2. Set a defensible interest rate - stay inside the current safe harbour, or commission a benchmarking analysis.
  3. Check the PCC position: within scope at all (VAT may take it out), then exemption, then - only if due - 0.5% payable by the borrower.
  4. If the Polish company borrows, check interest deductibility (the cap on debt-financing costs), and if it is on the Estonian CIT, check the hidden-profit charge before lending up or sideways.
  5. Sign a written loan agreement - if the parent holds all the shares, its handwritten or qualified electronic signature is a condition of validity. If the money has already moved, sign now and check the PCC was paid.
  6. Check Art. 230: exclude it in the articles, or pass the shareholders’ resolution.
  7. If any individual is on either side of the loan, check the Art. 15 consent before signing - and if the borrower sits on the board of a Polish parent company, that parent’s consent under § 2.
  8. Diarise the transfer-pricing paperwork: the annual TPR report and - outside the safe harbour - a local file once the capital exceeds PLN 10 million (PLN 2.5 million with a tax-haven counterparty).