Month: May 2025

The Civil Code in Articles 576(1) to 576(4) regulates recourse claims of a seller who has incurred costs as a result of the consumer exercising rights under the warranty for certain physical defects of the sold item, i.e. recourse claims against previous sellers of that item.

 

Importantly, these provisions also apply if the seller has fulfilled the warranty rights exercised by a buyer who is a sole trader registered in the CEIDG (Central Registration and Information on Business), concluding a sales contract directly connected to their business activity, where from the terms of the contract it follows that the contract did not have a professional character for that person, particularly in relation to the type of business they conduct. In other words, this concerns situations where a sole trader concluded a sales contract unrelated directly to the sector or specialisation in which that trader professionally operates. For example, this applies to a dentist who buys a computer for their practice to manage patient registration and keep medical records in electronic form.

 

Recourse claims under the warranty based on these provisions may be made if all of the following conditions are met:

 

1. The goods have one of the following defects:
2. they lack the properties they should have according to their intended purpose or according to publicly made assurances by the manufacturer or their representative, the person who introduced the item into circulation in the course of their business, or the person who, by placing their name, trademark, or other distinguishing mark on the sold item, presents themselves as the manufacturer; or
3. they were delivered in an incomplete state;
4. The final seller has already incurred costs as a result of exercising warranty rights for physical defects of the item by the consumer or sole trader (as understood above);
5. The defect arose as a result of the action or omission of the previous seller;
6. There is a causal link between the existence of the defect and the damage incurred by the final seller.

It is important that under these provisions the seller could bring recourse claims under the warranty directly against previous sellers of the goods, even if no sales contract was concluded between them. Liability under these provisions applies to a previous seller who, knowing about the defect, failed to inform the buyer or prepared an installation and start-up manual attached to the item, if the defect arose as a result of installation and start-up by the consumer (or the sole trader mentioned above) in accordance with that manual.
 

Liability of the previous seller under such recourse claims is limited to compensation covering the reimbursement of expenses necessary to fulfil the consumer’s (or sole trader’s) rights, particularly costs related to replacement or removal of the defect of the sold item, its dismantling, transport, and reinstallation, as well as the amount by which the price of the item was reduced, and lost profits, e.g. in case of the consumer’s withdrawal from the sales contract requiring refund of the price.

 

It is worth emphasising that the limitation period for such recourse claims is short – it is 6 months. The limitation period begins on the day the seller incurs costs resulting from the exercise of warranty rights by the consumer (or sole trader), but no later than the day on which the seller was obliged to perform their warranty duties. If the seller fails to pursue recourse claims within this period under these provisions, they may seek claims under general rules, i.e. contractual or tortious liability.

 

The liability under Articles 576(1)–576(4) of the Civil Code primarily differs from the standard warranty liability in commercial transactions in that it cannot be excluded or limited.

In civil proceedings, there is an option for service of a claim or other procedural document requiring the defendant to take steps to defend their rights via a court enforcement officer (bailiff). This involves the presiding judge notifying the claimant of the failure to serve the claim or another procedural document requiring the defendant’s response, and at the same time sending the claimant a copy of the document intended for the defendant, while obliging the claimant to serve this document through a court bailiff.

Such “service via court bailiff” of the above-mentioned documents may occur when all of the following conditions are met:

1. No procedural document has previously been served on the defendant in accordance with the provisions of the Code of Civil Procedure.
2. The only procedural document – the one subject to first-time service – was sent by post to the defendant and, despite a delivery attempt in accordance with the Code of Civil Procedure, the defendant did not collect the document.
3. The defendant did not refuse to collect the procedural document (as a refusal is treated as effective service).
4. It is not possible to apply the fiction of service, which is used in cases such as:
5. where the defendant is subject to registration in the court register (e.g. a commercial company) and service cannot be effected under the Civil Procedure Code due to failure to update the address in the register – in such cases, the document is added to the case file with effect of service, unless the new address is known to the court;
6. documents for persons representing an entity registered in the National Court Register, liquidators, authorised representatives, members of bodies or persons entitled to appoint a management board, when service is not possible due to failure to report an address for service – such documents are added to the case file with effect of service, unless the court is aware of a different address for service or place of residence;
7. when specific regulations provide for a fiction of service.

It is worth stressing again – such service via court bailiff applies only to a claim or a document that triggers the need for the defendant to respond. Examples of such documents include an application to initiate non-contentious proceedings or an application for interim measures, provided they are served by the court.
Within two months from the date the claimant is ordered to arrange service via court bailiff, they must: 1) submit to the court confirmation of service on the defendant via the bailiff, or 2) return the document to the court indicating the defendant’s current address, or 3) provide proof that the defendant resides at the address stated in the claim. If the claimant fails to do so, proceedings will be suspended. If no motion is filed to resume the suspended proceedings within three months of the suspension order, the court will discontinue the case. Due to the short two-month deadline to comply with the court’s instruction for bailiff service, it is advisable to refer the case to a bailiff immediately after receiving such an order.

When submitting the request for service via court bailiff, it is essential to attach confirmation of payment of the fee for such service, which amounts to PLN 60. This fee covers service to one address of the specified document in the case, regardless of the number of recipients at that address or the number of delivery attempts. The request must be directed to the bailiff competent for the judicial district (rewir) in which the service address is located (it is not possible to choose a bailiff from a different district). The competent bailiff may not refuse to accept the request.

According to the Act on Court Bailiffs, the bailiff has 14 days from receipt of the request to perform service. However, this is an instructional deadline, meaning exceeding it does not affect the validity of service. In cases of unjustified delay, the bailiff may be subject to disciplinary measures.

If the bailiff does not find the addressee during the attempt to serve the document, they must determine whether the addressee resides at the given address. To do so, the bailiff may question neighbours or household members under the threat of a fine for refusing to respond or knowingly providing false information. These findings are recorded in the bailiff’s report on the delivery attempt. Importantly, the bailiff may not hand over the document to household members – it must be delivered directly to the addressee.

If the delivery attempt is unsuccessful, but the bailiff determines the addressee does live at the stated address, a notification is placed in the addressee’s letterbox indicating that a delivery attempt was made, providing information on where to collect the document at the bailiff’s office, and a reminder that it must be collected within 14 days of the notice. If an adult household member is present, they should also be informed. If the 14-day deadline for collection passes without result, the document is deemed delivered on the last day of that period. The bailiff then returns the document to the claimant, informing them of the findings and the date of service.

However, if the attempt fails and the bailiff determines that the addressee does not live at the stated address, or if it is not possible to establish whether they reside there, the bailiff returns the document to the claimant with relevant findings.

At this stage, the enforcement proceedings before the bailiff do not necessarily end. The claimant may request the bailiff to take steps to determine the addressee’s current place of residence. The bailiff may then contact relevant authorities such as tax offices, pension institutions, banks, or credit unions. It is important to note that a fixed fee of PLN 40 is payable for such an application. However, if the bailiff successfully identifies the current address, this does not authorise them to attempt service at the new address. Instead, they notify the claimant, who must then inform the court, which will attempt service at the updated address.

Although the costs of bailiff service are initially borne by the claimant, they are treated as litigation costs and will be settled in the final judgment of the case, generally in line with the principle that the losing party must reimburse the other party for necessary legal costs incurred for the purpose of asserting or defending their rights (litigation costs).

A person with a disability, or someone who supports a person with a disability, may take advantage of the so-called rehabilitation relief. This means that, for the purposes of personal income tax, they may deduct from their income expenses incurred for rehabilitation purposes and expenses related to facilitating the performance of daily life activities.

In order to claim rehabilitation relief, the person to whom the expense relates must hold either a certificate confirming one of the three degrees of disability, or a decision granting a pension for total or partial incapacity to work, a training pension, a social pension, or—if under the age of 16—a disability certificate.

A person supporting someone with a disability is understood to be someone who provides for the following disabled individuals: spouse, own or adopted children, foster children, stepchildren, parents, parents-in-law, siblings, stepfather, stepmother, sons-in-law and daughters-in-law, provided that the disabled individuals’ annual income does not exceed twelve times the amount of the social pension applicable in December of the tax year. For instance, in 2021, the disabled person’s annual income could not exceed PLN 15,010.56. This income criterion significantly limits the possibility of claiming the relief by someone other than the disabled individual. However, it is worth noting that, when calculating the income of the disabled person—to determine whether they are supported by a relative—certain amounts are excluded. These include the additional annual pension benefit for retirees and pensioners (e.g. the so-called “thirteenth payment”), child maintenance as specified in the PIT Act, the supplementary benefit for persons unable to live independently, the shielding allowance, and the care allowance.

Expenses eligible for deduction under the rehabilitation relief include, among others:

1. purchase, repair or rental of individual equipment, devices and tools necessary for rehabilitation and facilitating the performance of life activities, in accordance with needs arising from the disability, as well as the equipment required to use them as intended;
2. payment for stays at health resort treatment centres, rehabilitation facilities, nursing and care homes, and palliative care institutions;
3. payment for rehabilitation or therapeutic-rehabilitation treatments;
4. medications, in the amount representing the difference between actual monthly expenditure and PLN 100—if a specialist doctor states that the person with a disability must take these medications continuously or temporarily; therefore, it is advisable to consolidate purchases in a given month;
5. use of a passenger car owned (co-owned) by the person with a disability or the taxpayer supporting a disabled person or a disabled child under the age of 16—up to a limit of PLN 2,280 per tax year.

These expenses may be deducted from income, provided they were not financed, for example, from the State Fund for the Rehabilitation of Disabled Persons (PFRON) or the National Health Fund (NFZ). If the expenses were partially covered by such funds, the deductible amount equals the difference between the total expenditure and the amount financed or reimbursed in any form.

As a rule, these expenses must be documented. One exception is the use of a passenger car owned (or co-owned) by the disabled person or the taxpayer supporting a disabled person or a disabled child under the age of 16.

Importantly, rehabilitation expenses may be deducted from income only if they were not classified as tax-deductible costs or deducted from income taxed under the flat tax regime, or from revenue under the provisions on lump-sum income tax, and only if they have not been reimbursed to the taxpayer in any form.

Companies that have opted for taxation under the corporate income tax on distributed profits, known as the Estonian CIT, are only required to pay tax when profits are distributed as dividends. Article 28m of the CIT Act specifies that income subject to taxation under the Estonian CIT includes the following:

1. the amount of net profit earned during the period of Estonian CIT taxation, to the extent that such profit has been allocated by resolution for distribution to shareholders or partners, or to cover losses incurred prior to the Estonian CIT period (income from distributed profits or profits used to cover losses);
2. the amount of hidden profits (income from hidden profits);
3. expenditure not related to business activity (income from non-business-related expenditure);
4. the surplus of the market value of acquired assets or those contributed in-kind over their tax value (income from asset revaluation) – in the event of mergers, demergers, conversions, or in-kind contributions of an enterprise or an organised part thereof;
5. the total of net profits earned in each tax year under the Estonian CIT to the extent that they were not distributed or used to cover losses (income from net profit) – in the case of taxpayers exiting the Estonian CIT scheme;
6. revenue and costs that, under accounting regulations, should have been recognised in the profit and loss statement but were not (income from undisclosed economic operations).

Interpretative doubts concerning point 2

Point 2 of the above provision has raised the most interpretative doubts among taxpayers. According to paragraph 3 of the Act, hidden profits include monetary and non-monetary benefits, paid or unpaid, provided in connection with the right to share in the profits, other than distributed profits, the direct or indirect beneficiary of which is a shareholder or a related party, in particular: loans granted by the company to shareholders together with interest, commissions, fees, and benefits provided by the company to a private or family foundation.

However, this definition is not precise (using the term “in particular”) and does not include a closed list of benefits that would give taxpayers certainty as to which specific benefits qualify as hidden profits.

Application for a tax ruling on the use of company cars

A limited liability company owning a fleet of several dozen passenger cars used exclusively by its employees submitted an application for an individual tax ruling. According to the company’s internal regulations, employees are also allowed to use these cars for private purposes outside of working hours. The company inquired whether expenses and depreciation related to these vehicles would constitute hidden profits under the Estonian CIT regime.

According to the applicant, the use of passenger cars by employees does not constitute hidden profit, and therefore, such usage should not be subject to Estonian CIT taxation.

Ruling by the Director of the National Revenue Information

The authority issuing the ruling stated that since the employees using the cars are not shareholders or related entities, the expenses and depreciation do not meet the definition of hidden profits under Article 28m(3) of the CIT Act. However, the costs of mixed-use vehicles (i.e. used for both business and private purposes) were classified as non-business-related expenses under Article 28m(1)(3) of the CIT Act.

The tax authority noted that the amount subject to Estonian CIT taxation in such cases is specified in relation to hidden profits. Pursuant to Article 28m(4)(2)(b) of the CIT Act, hidden profits include 50% of the expenses and depreciation related to the use of passenger cars and other specified assets not used exclusively for business purposes.

The authority concluded that due to the similarities between hidden profits and non-business-related expenses, and in the absence of specific provisions on determining the proportion of expenses related to mixed-use cars (without keeping vehicle mileage records), by analogy, 50% of such expenses should be treated as non-business-related and taxed accordingly.

Furthermore, the fact that the employer increases the employee’s taxable income by the value of the non-monetary benefit (i.e. the right to use company cars) does not, according to the tax authority, change this interpretation.

What next?

This ruling may signal a concerning trend of extending the provisions on hidden profits to other similar benefits where the beneficiaries are persons connected to the company but not explicitly listed in Article 28m(4)(2)(b) of the CIT Act (e.g. employees). The interpretation issued by the tax authority has, rather than clarified, further deepened the doubts of shareholders of companies taxed under the Estonian CIT. They must now consider not only whether a benefit constitutes hidden profit, but whether it may, by analogy, fall under the category of income subject to tax under other points of Article 28m of the CIT Act.

 

The article refers to the ruling dated 6 July 2022 issued by the Director of the National Revenue Information, ref. no. 0111-KDIB1-2.4010.205.2022.2.AK.

What is AML?

AML stands for anti-money laundering and refers to all actions that obligated entities must take to minimise the risk of money laundering within their organisation. In Poland, AML regulations are governed by the Act on Counteracting Money Laundering and Terrorist Financing, which implements Directive (EU) 2018/843 of the European Parliament and of the Council, known as the Fifth AML Directive (AML V).

Who does the AML procedure apply to?

The list of so-called obligated institutions, i.e., entities required to implement the AML procedure, is extensive and continues to grow. For instance, since April 2021, accounting offices — regardless of their scope of activity or turnover — have been considered obligated entities. Even small accounting firms run as sole proprietorships are now required to implement AML procedures. Experts warn that under the direction of EU legislation, the scope of obligated institutions will continue to expand.

For many businesses, this is the last call to comply with new regulations and implement the appropriate measures. Preparing and implementing an effective AML procedure is time-consuming, and the many reporting and control obligations mean mistakes are easy to make. Meanwhile, financial supervisory authorities can already verify the existence of an AML procedure and check compliance with the relevant regulations, as well as request appropriate documentation. Non-compliance may result in severe penalties.

Our offer: Legal advice and services in commercial law

Under the current legal framework, the following are required to implement AML procedures:

• banks,
• credit unions,
• payment institutions,
• investment firms,
• brokerage houses,
• investment funds,
• insurance companies,
• insurance intermediaries,
• currency exchange offices,
• entities providing services of exchanging or intermediating in the exchange between virtual currencies and fiat currencies, and entities maintaining accounts for such currencies,
• notaries,
• solicitors and legal advisers (except when employed under an employment contract),
• tax advisers and entrepreneurs providing similar services,
• sole traders and persons holding management positions in limited liability companies under management contracts,
• entities providing bookkeeping services,
• real estate agents (for transactions with rent equal to or exceeding 10,000 euros),
• postal operators,
• gaming salons,
• entrepreneurs, foundations and associations insofar as they receive or make payments for goods in cash equal to or exceeding the equivalent of 10,000 euros (whether in a single transaction or several related ones),
• entrepreneurs offering safe deposit boxes,
• art, antiques and collectibles dealers and intermediaries,
• lending institutions.

Beware of ready-made AML procedures

Many websites offer templates and ready-made documents intended for risk assessment or even for implementing an entire AML procedure. However, the law clearly states that an internal procedure for anti-money laundering and terrorist financing must be implemented with consideration of the nature, type and scale of the business activity. During inspections by financial authorities, what will be assessed is the actual application of the procedure and fulfilment of duties by the entity — not merely possession of templates.

Penalties related to AML

If an inspection results in a negative outcome, the Act provides for sanctions not only against entities that fail to fulfil their AML obligations, but also those that do so improperly.

Some of the penalties for breaching AML regulations include:

• publication of information about the obligated institution and the scope of the breach on the Public Information Bulletin,
• an order to cease specific activities undertaken by the obligated institution,
• revocation of licences or permits for business activity,
• removal from the register of regulated activities, if the institution was previously registered,
• a ban on holding managerial positions for individuals responsible for the breach committed within the obligated institution,
• a financial penalty of twice the amount of the benefit gained or loss avoided, or if this cannot be determined – up to EUR 1,000,000. In some cases, the penalty may reach up to PLN 20,868,500 for individuals and up to EUR 5 million for other entities;
• personal material liability of management board members, up to PLN 1,000,000

In certain cases, the regulations also provide for criminal liability.

If your business is listed above or you suspect that AML regulations may apply to you — don’t take the risk! Contact the experts at ATL Law Anna Błaszak Legal Advisor Office and learn more about our comprehensive AML compliance services. We will prepare a solution tailored to your business type. We offer proven methods and many years of experience in the field of compliance.

New per diem rates are now in force. The Regulation of the Minister of Family and Social Policy amending the regulation on the entitlements of employees employed in state or local government budgetary units in respect of business travel entered into force on 28 July of this year. It increases the previous per diem rates for domestic business travel. Further changes, including those concerning foreign travel, are just around the corner.

Who is obliged to pay per diems?

Employers outside the public finance sector may independently determine the conditions for the payment of per diems and other entitlements related to business travel within the country and abroad by means of collective labour agreements, remuneration regulations or employment contracts (Article 77⁵ § 3 of the Labour Code). Regulations in force at a given employer may provide for different conditions for the reimbursement of business travel expenses (e.g. per diems) than those laid down in the regulation specifying the amounts of entitlements for public sector employees, provided that such conditions are not less favourable than those set for public sector employees.

If, however, the collective labour agreement, remuneration regulations or employment contract do not contain such provisions, the employee is entitled – pursuant to Article 77⁵ § 5 of the Labour Code – to reimbursement of business travel expenses in accordance with the provisions of the regulation.

Accordingly, the changes discussed affect not only the amount of entitlements for public sector employees on business travel, but also the minimum entitlements that employers are obliged to provide to employees outside the public finance sector.

Our offer: Legal and compliance advisory in employment law

New per diem rates and other business travel entitlements

The domestic business travel per diem has been increased by PLN 8, to PLN 38. Accordingly, the flat-rate reimbursement for local public transport, which constitutes 20% of the per diem, will be PLN 7.60 (previously PLN 6), and the flat-rate reimbursement for overnight accommodation, constituting 150% of the per diem, will be PLN 57 (previously PLN 45). Reimbursement of documented overnight costs will be made in the amount indicated on the invoice, but not exceeding twenty times the per diem for one hotel night, i.e. up to PLN 760 (previously PLN 600).

Changes to the amount of per diems for business travel are also linked to tax exemptions. According to separate regulations, per diems and other entitlements for the time of business travel:

– are exempt from income tax (Article 21(1)(16)(a) of the Personal Income Tax Act of 26 July 1991 – Journal of Laws of 2021, item 1128, as amended),

– are not included in the basis for calculating pension and disability insurance contributions (§ 2(1)(15) of the Regulation of the Minister of Labour and Social Policy of 18 December 1998 on detailed rules for determining the basis for pension and disability insurance contributions – Journal of Laws of 2017, item 1949, as amended),

up to the amount specified in separate laws or in regulations issued by the minister responsible for labour concerning the amount and conditions for determining entitlements for employees employed in state or local government budgetary units for business travel within the country and abroad.

Our offer: Support with employee secondment and foreign business travel

Further per diem increases from next year – including for foreign business travel

On 28 July of this year, another draft amendment to the per diem regulation was submitted. The draft provides for an increase, from 1 January 2023, of the domestic business travel per diem rate to PLN 45 per day. Moreover, from next year, the per diem and accommodation limits for foreign travel will also change for individual countries. The new rates are set out in the following table included in the draft:

 

Can the cost of a suit or blazer be considered a tax-deductible expense?

Posted on 23.05.202526.05.2025 by kancelaria

Whether during a client meeting, business presentation or training session – an entrepreneur should take care of their appearance. Neat, professional attire reflects not only on the individual but also on the company they represent. It is therefore unsurprising that taxpayers have been turning to the tax authorities for many years with applications for individual rulings on whether the costs of purchasing suits, blazers, shirts or trousers may be considered tax-deductible business expenses. Although the position of the National Revenue Information (KIS) has not been consistent on this issue, its most recent stance is far from encouraging.

Can a suit be a tax-deductible expense? A query to KIS

The applicant, an entrepreneur providing services related to identifying clients’ needs and requirements for software applications, submitted a request for an individual tax interpretation. He indicated that a significant part of his work involved conducting discussions and meetings with clients. According to the applicant, this cooperation required impeccable appearance, which affected how he was perceived and, consequently, the recognition of his business activity. He asked the Director of KIS whether the purchase of a suit – i.e. a blazer, waistcoat and trousers – and accessories such as shoes and a belt, could constitute a tax-deductible cost within the meaning of Article 22(1) of the Personal Income Tax Act. In his view, the purchase of a suit (blazer, waistcoat and trousers), a belt and shoes represented a business-related cost. These items would be used for client meetings and for promoting his business, and would therefore serve to safeguard and maintain his income source, fulfilling the conditions set out in Article 22(1).

However, in a letter dated 25 July 2022 (ref. 0112-KDIL2-2.4011.483.2022.1.AA), the Director of the National Revenue Information did not agree with this position, stating that expenses incurred for purchasing a suit – i.e. blazer, waistcoat, trousers – and accessories such as shoes and a belt, do not meet the criteria set out in Article 22(1) of the Personal Income Tax Act and thus cannot be classified as tax-deductible expenses.

Clothing is a personal matter, not a deductible cost

The authority concluded that clothing purchases are related to an individual’s functioning in society. Regardless of the type of business activity, everyone must purchase and wear clothing and footwear suited to their personal needs. Therefore, such purchases fulfil ordinary, everyday personal requirements. Exceptions to this may apply where a legal obligation requires specific attire or footwear to be used and where such items lose their personal character, for example by being adapted for specific professional roles. Even if the clothing is marked with company-related monograms or initials, this does not, according to the authority, deprive the clothing of its personal nature.

According to the tax authority, the ability to generate income is not dependent on the type of clothing worn (blazer, waistcoat, trousers, shirt, belt or shoes). Social norms dictate that anyone conducting business should maintain a neat appearance – just as is expected of those in other professions, such as teachers or public officials. Thus, the authority stated that income generation in business is not contingent upon specific clothing. Enhancing one’s image through appropriate clothing cannot justify treating these expenses as tax-deductible.

No direct link between the suit and income generation

The authority indicated that the purpose of incurring such clothing expenses is to meet professional dress standards. According to KIS, there are no specific dress standards for business activity, and it is not possible to assume that the expenditure was made solely for the purpose of earning business income. As such, the expenses are of a personal nature and intended to meet personal image-related needs, and thus cannot be recognised as tax-deductible business costs under Article 22(1) of the Personal Income Tax Act.

The tax authority supported its position by referencing case law from the Supreme Administrative Court, including the judgments of 17 October 2003 (ref. SA/Rz 2341/01), 27 September 2004 (ref. III SA 3430/03), 25 June 2003 (ref. I SA/Ka 1328/02), 15 September 1999 (ref. I SA/Wa 1261/98), and 10 September 1999 (ref. I SA/Lu 742/98).

Inconsistent interpretation of deductible expenses

As stated at the beginning, the tax authority’s interpretation regarding whether expenses for business attire may be deemed tax-deductible is not consistent. For instance, in an interpretation dated 18 September 2017 (ref. 0114-KDIP3-1.4011.235.2017.2.IF), the Director of KIS recognised that “expenses for the purchase of business attire permanently marked with the applicant’s company logo serve a promotional purpose, as they increase brand recognition on the market, which may affect revenue and are therefore causally linked to income generation and safeguarding the source of income.” However, in a later individual interpretation dated 25 September 2020 (ref. 0114-KDIP3-1.4011.540.2020.1.MK1), the Director of KIS held that “even if the said expenses met the criteria of Article 22(1) of the Personal Income Tax Act, given that their main purpose is to build the applicant’s image and presence, they should be considered representation expenses, and as such cannot be treated as tax-deductible.”

If you have doubts about whether clothing or other business expenses may qualify as tax-deductible, or if you wish to submit an application for an individual tax ruling, we invite you to use the services of our law firm.

Service: Tax law

 

KRS newsletter – the ministry’s response to company thefts

Posted on 23.05.202526.05.2025 by kancelaria

Assumptions of the KRS Newsletter

In June this year, the Ministry of Justice announced on the government website the launch of the National Court Register Newsletter (KRS Newsletter). This solution was introduced as part of the amendment to the National Court Register Act prepared by the Ministry of Justice. The purpose of the legislation is to increase the security of legal and economic transactions. In particular, the authors of the amendment aimed to combat the crime of company theft. This phenomenon involves changes in the entries in the National Court Register based on forged documents. The changes most often concern the company’s representation rules (without the knowledge of authorised representatives), such as changing the method of representation and persons authorised to represent the company, or even changes in the ownership structure. This enables criminals to represent the company without the knowledge of the authorised shareholders and members of the management board. Such actions may lead to the loss of the company’s assets, for example, through withdrawal of funds, taking out loans, or selling company property.

The newsletter is designed to provide entrepreneurs with easy and immediate access to information about register changes made to the company. The KRS newsletter service involves automatically notifying about events such as the registration of a case concerning a given entity or making an entry in the KRS. In this way, basic information about the change is sent. However, the recipient of such information will be able to review the case details only by examining the register files or by consulting the current or full information about the entity entered in the KRS.

According to the creators of the solution, in the event of an attempted company theft, the newsletter will enable the entrepreneur to react quickly and thwart the fraud with the help of enforcement authorities. It should be emphasised that the new regulations do not exempt participants in economic turnover from the obligation to familiarise themselves with the content of the data contained in the National Court Register and with the registration files. The newsletter is intended only as an additional mechanism to prevent economic crimes. For this reason, some experts criticise its practical significance.

 

How to Use the KRS Newsletter Service

The KRS newsletter service is available only to users who have an account on the Court Registers Portal and have logged into that account. On the Court Registers Portal website, the company to be monitored must be added by entering the correct data (KRS number and email) and accepting the subscription. The entity is selected based on its KRS number (by entering the KRS number of the entity or using the KRS search engine). The newsletter service is free of charge.

The system automatically delivers to the user (by email to the address provided during registration on the PRS) information about events concerning the entity indicated by the user that is registered in the KRS. The list of events concerning monitored entities is also available to the user from the subscription management interface.

The scope of information provided in the newsletter notifications includes:

• case registration upon request: information indicating the KRS position, case number, and date of case registration (without description of the case type),
• case registration ex officio: information indicating the KRS position, case number, and date of case registration (without description of the case type),
• entry in the register: information indicating the KRS position, case number, date of entry, and entry number (without description of the entry type).

 

A user may order up to 50 subscriptions and define parameters for each, such as the subscription duration (maximum one year), receiving notifications by email, renewal of the subscription when approaching expiry, and cancellation of the subscription. The system notifies about expiring subscriptions and allows their renewal. If the subscription period is not extended, the service will be automatically deactivated upon expiry.

 

Get Help from Experts

If you require additional information or services regarding the newly established KRS newsletter or are seeking alternative methods to protect the interests of shareholders or management board members, please contact us. Providing legal services in the area of company law and corporate law is one of the main areas of ATL Law’s practice. The legal solutions offered by the ATL Law team enable clients to achieve their business goals and objectives. We protect the interests of companies, management board members, shareholders, and stockholders. We minimise the risk of disputes. We have experience working with entities operating in various economic sectors.

 

Is the reservation fee taxable and when?

Posted on 23.05.202526.05.2025 by kancelaria

The Nature of the Reservation Fee

In the real estate development sector, it is common to conclude a so-called reservation agreement with a prospective purchaser of a unit to secure the property sale transaction. The reservation fee, if the agreement does not come into effect, is refundable and can be offset against any contractual penalties or credited towards the purchase price of the property. However, questions often arise concerning the VAT treatment of this fee, specifically if and when the VAT liability arises. A developer company regularly concluding such reservation agreements requested an individual interpretation on this matter. As a result, on 29 September 2020, the Director of the National Tax Information issued a ruling (ref: 0114-KDIP4-3.4012.337.2020.2.MAT) addressing in detail the tax settlement of reservation fees.

Inquiry to the National Tax Information (KIS)

In the factual situation described in the inquiry, the Company stated that it concludes reservation agreements with clients. These agreements are not notarised. The client declares interest in purchasing a specific unit and transfers the agreed reservation fee to the Company’s current bank account. If the client ultimately decides not to purchase the unit and cancels the reservation, the fee is refunded to the client (except for the portion retained by the Company as a contractual penalty if the transaction fails due to the client’s fault). Upon concluding a preliminary agreement with the client, the previously paid reservation fee is credited towards the unit’s purchase price and simultaneously transferred by the developer to an escrow account. To streamline the transaction, the Company, acting on behalf of the client, transfers the previously received funds from its current bank account to the escrow account maintained in accordance with the Developer Act’s requirements. The developer stated that the reservation fee paid by the client under the reservation agreement constitutes a deposit, which the Company may freely manage until the developer agreement is concluded.

The Company asked whether the VAT liability arises at the moment the reservation fee is received into the Company’s current account.

According to the developer, in the described factual scenario, the reservation fee paid by the client to the Company’s current account does not constitute either an advance payment or a prepayment within the meaning of Article 19a(8) of the VAT Act, and therefore VAT is not due at the moment these funds are received into the Company’s bank account.

The Tax Authority’s Position – Reservation Fee Is Not an Advance Payment

In its issued interpretation, the authority distinguished between an advance payment, prepayment, and a deposit. It explained that an advance payment is made towards a future supply of goods or service before the actual delivery or performance. A prepayment is a specified sum forming part of the price paid in advance to secure the purchase or service within a defined timeframe. Both advance payments and prepayments, as payments on account, must be linked to a specific transaction and represent payment in money.

Furthermore, according to dictionary definitions, a deposit is a sum of money paid as a guarantee to ensure performance of an obligation and as compensation in case of non-fulfilment. A key feature of a deposit is that it can only be used in a strictly defined situation — namely, if the obligation is not met. The deposit thus serves as security for contract performance, meaning it is established in case the party providing the deposit fails to perform. In such a case, the other party may satisfy their claims from the deposit. This does not constitute receipt of part of the payment and therefore cannot be treated as an advance, earnest money, prepayment, or instalment.

Given the above, the authority concluded that the reservation fee paid by clients to the Company’s current account before signing the preliminary agreement has the character of a deposit. Consequently, in this case, the reservation fee is not a prepayment or advance towards the future delivery of the unit/building. This means no VAT liability arises at the moment the deposit is received from clients, in accordance with Article 19a(8) of the VAT Act. In summary, the VAT obligation in connection with receiving the reservation fee under the reservation agreement does not arise upon receipt into the Company’s current account. The VAT liability arises when funds held in the escrow account are paid out by the bank to the Company (if the payment occurs before the unit is handed over).

Liability of a board member and a bankruptcy petition – Supreme Administrative Court ruling

Posted on 23.05.202526.05.2025 by kancelaria

According to Article 116 § 1 of the Tax Ordinance (O.p), members of the management board of a limited liability company, a limited liability company in organisation, a joint-stock company, or a joint-stock company in organisation are jointly and severally liable with all their assets for the company’s tax arrears, including in cases where they fail to demonstrate that a bankruptcy petition was filed. In the case under discussion, the chairman of the management board took the view that if the company is in arrears only to one creditor, it is not obliged to file a bankruptcy petition. According to the chairman, the Bankruptcy Law (u.p.u.n.) regulates the procedure for joint claims enforcement by creditors (at least two) against insolvent debtors. From this, it was argued that the board member is exempt from liability if the company owes debts to only one creditor. Tax authorities and courts did not share this position.

Dispute with the tax authorities over board member liability

On 5 October 2020, the Director of the Tax Administration Chamber in Warsaw issued a decision establishing the joint and several liability of a third party together with the company for the company’s tax arrears in VAT for certain months of 2014. The chairman of the management board appealed the decision to the Provincial Administrative Court in Warsaw. The court dismissed the appeal by judgment dated 8 November 2021, case no. I SA/Wa 2243/20, and ultimately the case was brought before the Supreme Administrative Court through a cassation appeal.

In the appeal, the chairman argued, among other things, a violation of Article 1 paragraph 1 of the Bankruptcy Law in connection with Article 116 § 1 of the Tax Ordinance due to erroneous interpretation by the first-instance court, which stated that in mid-July 2014 the company met the criteria for bankruptcy, whereas the company had only one creditor. According to the appellant, this meant that the grounds for bankruptcy were not met, since the Bankruptcy Law regulates the enforcement of claims by creditors jointly (at least two) against insolvent debtors. The appellant also alleged misinterpretation of Article 116 § 1 point 1b of the Tax Ordinance and upheld by the first-instance court’s decision confirming his liability for the company’s tax liabilities. The appellant argued that the failure to file the bankruptcy petition on his part (acting on behalf of the company) during his tenure on the board was without fault, as the company did not meet the conditions for bankruptcy, and any petition for bankruptcy would have been dismissed.

Supreme Administrative Court’s position – board member liable if petition not filed

The Supreme Administrative Court upheld the interpretation of the tax authorities and the Provincial Administrative Court, stating that insolvency of the debtor, as referred to in Articles 10 and 11(1) of the Bankruptcy Law, also applies when the debtor fails to satisfy even a single creditor holding a significant claim. Accepting that a board member is exempt from the obligation to file a bankruptcy petition where the company is in arrears only to one creditor would place in a privileged position those board members whose companies had only one creditor – the State Treasury – compared to those with at least two creditors. This would result in obviously unequal treatment of board members (third parties) depending on how many creditors the companies they managed had, and weaken the guarantee function of third-party liability. Therefore, even failure to meet due obligations to a single creditor does not exempt the board member from the duty to file a bankruptcy petition.

The court supported its position with extensive case law, including the Supreme Administrative Court’s judgment of 23 June 2021, case no. III FSK 75/21, which clarified that the condition set out in Article 116 § 1 point 1 of the Tax Ordinance relates solely to the filing of the petition, not its outcome, i.e. the declaration of bankruptcy. The petition must be filed once the insolvency criteria under Articles 10 and 11 of the Bankruptcy Law arise. Therefore, if the debtor fails to fulfil its due obligations, such a petition must always be submitted without anticipating whether it will result in bankruptcy being declared. Hence, the subjective belief of the chairman that a bankruptcy petition would be dismissed due to lack of grounds did not release him from the obligation to file it.

Rely on the experts

Interpreting the provisions of the Bankruptcy Law poses many difficulties for entrepreneurs, and the above judgment shows that even a single overdue debt can lead to personal liability of a board member with all their assets. ATL Law represents clients in bankruptcy proceedings as well as restructuring processes. Our legal advisers support businesses meeting the criteria for bankruptcy proceedings/restructuring, bankruptcy trustees, court supervisors, managers, and creditors. We invite you to learn more about our offer.

No.	Country	Currency	Per diem amount	Accommodation limit
1	Afghanistan	EUR	47	140
2	Albania	EUR	41	120
3	Algeria	EUR	50	200
4	Andorra	EUR	50	200
5	Angola	USD	61	180
6	Saudi Arabia	EUR	50	200
7	Argentina	USD	50	150
8	Armenia	EUR	42	145
9	Australia	AUD	95	270
10	Austria	EUR	57	150
11	Azerbaijan	EUR	43	150
12	Bangladesh	USD	50	120
13	Belgium	EUR	55	200
14	Belarus	EUR	42	130
15	Bosnia and Herzegovina	EUR	41	100
16	Brazil	EUR	43	120
17	Bulgaria	EUR	40	120
18	Chile	USD	60	120
19	China	EUR	55	170
20	Croatia	EUR	42	125
21	Cyprus	EUR	43	160
22	Czech Republic	EUR	41	120
23	Denmark	DKK	446	1 430
24	Egypt	USD	55	150
25	Ecuador	USD	44	110
26	Estonia	EUR	45	110
27	Ethiopia	USD	55	300
28	Finland	EUR	53	180
29	France	EUR	55	200
30	Greece	EUR	50	160
31	Georgia	EUR	48	160
32	Spain	EUR	50	200
33	India	EUR	42	210
34	Indonesia	EUR	41	110
35	Iraq	USD	60	120
36	Iran	EUR	41	95
37	Ireland	EUR	52	160
38	Iceland	EUR	56	160
39	Israel	EUR	70	200
40	Japan	JPY	7 532	22 000
92	Syria	USD	50	150
93	Switzerland	CHF	88	220
94	Sweden	SEK	510	2 000
95	Tajikistan	EUR	41	140
96	Thailand	USD	42	110
97	Tanzania	USD	53	150
98	Tunisia	EUR	37	100
99	Turkey	USD	53	185
100	Turkmenistan	EUR	47	90
101	Ukraine	EUR	41	180
102	Uruguay	USD	50	80
103	Uzbekistan	EUR	41	140
104	Vatican	EUR	53	192
105	Venezuela	USD	60	220
106	Hungary	EUR	44	143
107	United Kingdom	GBP	45	220
108	Vietnam	USD	53	160
109	Italy	EUR	53	192
110	Ivory Coast	EUR	33	100
111	Zimbabwe	EUR	39	90
112	United Arab Emirates	EUR	43	220
113	Countries other than those listed in items 1–112	EUR	41	140