Finance Minister issued public tax ruling no. DD5.8203.7.2022 on 28 February 2023 concerning the disclosure duties of real estate companies and taxpayers who hold shares in such companies. The ruling makes it clear that:

  • real estate companies must report the following:
    • any entities whose direct or indirect holdings in those companies are:
      • shares, partnership interests, participation units or similar rights conferring at least 5% of total votes, or
      • partnership interests conferring the right to at least 5% of profits, or
      • at least 5% of total participation units or similar rights;

and

    • the number of shares, units, rights or interests held by each such entity;
  • any taxpayers holding the following in any real estate company, whether directly or indirectly:
    • shares conferring at least 5% of total votes, or
    • partnership interests conferring the right to at least 5% of profits, or
    • at least 5% of total participation units or similar rights,

must report the number of such shares, interests, participation units or similar rights, whether held directly or indirectly in that company.

Those disclosure duties apply to both Polish tax residents and non-residents.

The disclosures must be current as at the last day of the real estate company’s tax year (or financial year if the company is not liable to corporate income tax).

In that context, please note that 31 March 2023 is the due date:

  • for a real estate company to disclose entities having rights or interests in it (form CIT-N1),
  • for taxpayers holding shares, interests or rights in a real estate company to disclose those shares, interests and rights and any intermediary entities (form CIT-N2).

Given the structure of form CIT-N2, non-residents must have Polish tax IDs (NIP) in order to be able to comply with the above disclosure duty.

The ruling also clearly confirms that the disclosure duty arises due to the mere fact of having a direct or indirect holding in a real estate company. As such, the duty does not depend on whether or not the holding has generated any income during the given tax year.

Please note that so far the reporting deadline has not been postponed (as it was last year).

If this issue pertains to your business and you are interested in our assistance, please contact us.

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