Is Your Polish Subsidiary in Scope? Status as of 30 October 2026

A guide for multinational groups and foreign investors | ATL Law 2026

Why Pillar Two matters for investment in Poland

Poland has long competed for foreign direct investment through tax incentives: corporate income tax exemptions under the Polish Investment Zone (PSI, formerly special economic zones), the R&D super-deduction and the 5% IP Box rate. Since 1 January 2025 (or, for groups with a non-calendar fiscal year, from the first fiscal year beginning after 1 January 2025), these incentives operate against a new benchmark. Under the global minimum tax rules, large groups must reach an effective tax rate of at least 15% in every jurisdiction in which they operate. Where the Polish effective tax rate, calculated under the GloBE rules rather than under Polish CIT law, falls below that threshold, a top-up tax arises for the difference.

Poland implemented Council Directive (EU) 2022/2523 one year late, through a stand-alone Act that sits alongside the CIT Act. For foreign investors, the practical consequence is simple: an incentive that reduces Polish CIT may now be partly clawed back – and the clawback will generally be collected in Poland, from the Polish subsidiary itself.

Scope: which groups and entities are covered

The rules apply to constituent entities of groups whose consolidated revenue was at least EUR 750 million in at least two of the four fiscal years immediately preceding the year concerned. The test is applied to the consolidated financial statements of the ultimate parent entity (UPE). The size of the Polish entity is irrelevant: a Polish sales company or a shared services centre belonging to a large group is in scope regardless of its own turnover.

Following the EU Directive, Poland also covers large purely domestic groups. For these, only the domestic top-up tax is computed. Excluded entities include governmental entities, international and non-profit organisations, pension funds, and investment and real-estate investment funds acting as UPEs, together with certain entities they own. Whether an exclusion applies requires a careful look at the ownership chain.

How top-up tax is collected – and who pays it in Poland

For groups that elected to apply the Act to a fiscal year beginning after 31 December 2023 and no later than 31 December 2024 (Art. 154), the UTPR provisions do not apply for that year (Art. 155(5)).

Since 7 March 2025, the global top-up tax, the domestic top-up tax and the UTPR, as well as equivalent foreign taxes, are not tax-deductible costs (Art. 16(1)(15b) of the CIT Act). The Polish domestic top-up tax is designed as a qualified QDMTT meeting the safe-harbour standard. Where the statutory conditions of the QDMTT safe harbour are met and the jurisdiction is recognised in the relevant notice, the parent entity may refrain from computing the global top-up tax (IIR) for Poland. Poland then, as a rule, retains the taxing right with respect to the Polish entities covered by the domestic top-up tax, and the obligations, including filing the return, rest with the Polish entities.

The Side-by-Side package: what it does – and does not – change

A preliminary point: OECD Administrative Guidance is an important interpretative tool, but it is not, in itself, universally binding law in Poland. A safe harbour agreed at OECD level can be applied in Poland only once it has a basis in the Polish Act or its implementing regulations, read together with Directive 2022/2523. The Polish Act itself provides, among other things, for the following:

• QDMTT safe harbour (including Arts. 124–125). This is not a general exemption of the Polish entity from its obligations. It mainly allows the global top-up tax not to be computed for a jurisdiction that applies a qualified domestic top-up tax, provided the statutory conditions are met and the jurisdiction is recognised in the relevant notice.
• De minimis exclusion. Two conditions must be met together: the three-year average qualifying revenue in the jurisdiction is below EUR 10 million, and the three-year average jurisdictional qualifying income is below EUR 1 million or there is an average qualifying loss.
• Transitional CbCR safe harbour. The data to be reported for this safe harbour is set out in the implementing regulation on the scope of data in the top-up tax information return[1]. The detailed conditions, including the simplified ETR thresholds for individual years, should be checked against the Act’s transitional provisions.
• Simplifications for domestic groups (only the domestic top-up tax is computed) and the substance-based income exclusion.

Note: some safe harbours require a formal election under the Act. Meeting the economic test alone is not always enough to rely on the safe harbour. In addition, using a safe harbour does not remove the obligation to file the GIR, since the use of the safe harbour is itself reported in the GIR. A domestic top-up taxpayer still files a return even where the tax due is zero.

1. Content of the OECD package

On 5 January 2026, the OECD Inclusive Framework adopted the Side-by-Side package by consensus[2]. It introduces a Side-by-Side (SbS) safe harbour and a UPE safe harbour, a permanent Simplified ETR safe harbour, a one-year extension of the Transitional CbCR safe harbour, and a Substance-based Tax Incentive (SBTI) safe harbour. The new rules apply to fiscal years beginning on or after 1 January 2026, subject to domestic implementation.

2. Relationship with Directive 2022/2523

In Notice C/2026/253 of 12 January 2026, the European Commission stated that the new safe harbours fall within Article 32 of the Directive. That article allows safe harbours under a qualifying international agreement consented to by all Member States, so the Directive does not need to be amended[3]. The Notice sets out the Commission’s position. It does not replace implementation in national law.

3. Implementation in Polish law

We have not identified provisions introducing the SbS, UPE, Simplified ETR or SBTI safe harbours in the Polish Act, including as amended by the Act of 13 February 2026 (Journal of Laws 2026, item 347)[4]. Until they are introduced, it should not be assumed that they apply in Poland.

4. Status of draft UC90

The February 2026 version of draft UC90 does not cover the Side-by-Side package, and market commentary expects a separate draft. According to the Council of Ministers’ legislative plan (version of 1 July 2026), government adoption of UC90 was scheduled for Q3 2026[5]. Its content is discussed below.

5. Practical consequences for US-parented groups

According to the OECD Central Record, the United States is currently the only jurisdiction with a Qualified SbS Regime, for fiscal years beginning on or after 1 January 2026[6]. This is frequently misread as a full exemption for US groups. According to OECD materials, the SbS safe harbour switches off the IIR and UTPR, while the status of domestic minimum top-up taxes (QDMTTs) is unaffected[7]. On that basis, a Polish subsidiary of a US group should be expected to remain, in principle, a taxpayer of the Polish QDMTT, with its own filing and payment obligations. Fiscal years 2024 and 2025 fall outside the package.

Incentives: the SBTI safe harbour is promising but not yet available

The SBTI safe harbour may mitigate the impact of qualifying, substance-based incentives on the effective tax rate. That is potentially significant for PSI and R&D beneficiaries. Until Poland transposes it, investors should not assume it neutralises the effect of these incentives on the Polish QDMTT. A separate government bill reforming the PSI regime (UD391, Sejm print No. 3160)[8] is also still in the legislative process.

Compliance calendar

The Polish Act separates two obligations that should not be confused. The first is the top-up tax information return (GloBE Information Return, GIR – Art. 133). The second is the top-up tax return together with payment (Art. 134). Alongside these, Polish entities may have to file notifications, for example identifying the group entity that files the GIR abroad.

Which deadline applies? For a group whose FY2025 ended on 31 December 2025, that year may be subject either to the standard deadlines – 31 March 2027 for the GIR and 30 June 2027 for the return and payment – or to the first-fiscal-year deadlines of 30 June and 30 September 2027 respectively. Applying the first-fiscal-year deadline requires establishing whether FY2025 is the first fiscal year for the relevant jurisdiction within the meaning of Art. 130, and then checking whether the Art. 156(3) exclusion applies. In practice, this is a two-step test. The first fiscal year is determined jurisdiction by jurisdiction, not uniformly for the whole group. Under Art. 130(1), it is the year for which a given top-up tax is first computed, or the relevant rule first applied, in respect of entities located in that jurisdiction. Only then is the Art. 156(3) exclusion examined.

Art. 156(3) disapplies Art. 129(5), Art. 133(10) and Art. 134(2), which set the first-fiscal-year deadlines, for a group that meets all three of the following conditions: (1) in a fiscal year beginning after 31 December 2023 and no later than 31 December 2024, it was subject to equivalent rules in another EU Member State or, outside the EU, to the OECD Model Rules, (2) it had Polish constituent entities in that year, and (3) it did not make the election under Art. 154(1). Art. 156(3) is not a general rule excluding every extended deadline for every type of notification. It applies only to the provisions it lists. This is a fact-specific test. The fact that a parent company is based in a country that applied Pillar Two from 2024 does not, by itself, settle which deadline applies.

The irrevocable election (Art. 154) to apply the Polish Act to a fiscal year beginning after 31 December 2023 and no later than 31 December 2024 required a statement made by notarial deed. For Polish entities of a group with a foreign UPE, it also required the UPE’s consent in the same form. The election window ran from 1 March to 30 May 2026 and has now closed. The elected year is treated as the first fiscal year for the purposes of the Act.

A Polish GIR filing may not be needed where the GIR is filed by the UPE or a designated filing entity in another jurisdiction that has a qualifying exchange agreement in effect with Poland. In that case, the Polish entity must file a notification identifying the filing entity and its jurisdiction (Art. 133(7)). This obligation is separate from the GIR, and failure to comply is a separate offence under Art. 80h of the Fiscal Penal Code. The framework for automatic exchange of this information was introduced by the Act of 13 February 2026 amending the Act on the exchange of tax information with other countries and certain other acts (Journal of Laws 2026, item 347). Whether a local GIR can be dispensed with depends not only on the existence of the foreign return but also on whether the qualifying exchange agreement is in effect for the fiscal year concerned.

Pending changes: the UC90 amendment

The draft amendment to the Polish Act (UC90) implements the OECD Administrative Guidance of June 2024 and January 2025 and resolves several interpretative issues. The status of these measures requires separate verification in the current government legislative plan, the Journal of Laws, OECD materials and European Commission documents. Based on the February 2026 consultation draft, it would:

• clarify the treatment of deferred tax assets arising after 30 November 2021, including those linked to so-called government arrangements,
• allow groups to compute the QDMTT based on IFRS consolidation packages on a transitional basis, relaxing the uniform accounting standard requirement,
• refine the Transitional CbCR safe harbour, including the start of the transition year,
• introduce simplified jurisdictional reporting and widen liability for reporting errors and delays.

Several provisions are intended to apply retroactively to fiscal years from 2024. Groups preparing FY2025 calculations should model both the current law and the draft, and then revisit their assumptions once the amendment is published in the Journal of Laws.

Tax certainty: the top-up tax opinion

The Polish Tax Ordinance provides a dedicated ruling instrument: the top-up tax opinion (opinia w sprawie opodatkowania wyrównawczego), issued by the Director of the National Tax Information (KIS) under Art. 14t § 1 of the Tax Ordinance. A top-up tax opinion may concern the rules on, among others, the global top-up tax, the domestic top-up tax and the UTPR. Applicants are not limited to taxpayers of one of the three taxes. A Polish entity or constituent entity with a legal interest in obtaining a top-up tax opinion may also apply, in particular on the personal scope of the Act. For material questions, such as excluded-entity status, the effect of PSI exemptions or the allocation of taxes in transparent structures, filing an early application for a top-up tax opinion is advisable.

Action points for foreign groups with Polish operations

• Confirm with group tax whether the EUR 750 million threshold was met in two of the last four years.
• Establish whether FY2025 is the first fiscal year for Poland (Art. 130(1)). If it is, check whether the Art. 156(3) exclusion applies. This determines whether the deadlines are 30 June / 30 September 2027 or 31 March / 30 June 2027.
• Test the Transitional CbCR safe harbour for Poland for 2025 against the Act’s transitional provisions.
• Estimate the Polish GloBE ETR, focusing on PSI/SEZ exemptions, R&D relief, IP Box and prior-year CIT adjustments.
• Map who files the GIR and where, and confirm that exchange with that jurisdiction is in place. This determines whether a notification is enough or a local GIR filing is needed.
• Consider appointing one Polish entity to fulfil the obligations of the other Polish group entities, within the deadline required for the election to be effective.
• Agree data flows and the division of tasks between headquarters and the Polish management board. Apart from tax liability and the duties of officers of the Polish entities, take into account fiscal penal liability for breaches of reporting obligations, in particular under Art. 56f (GIR – failure to file, defective or late filing, or false information) and Art. 80h (the Art. 133(7) notification) of the Fiscal Penal Code.
• If US-parented: based on the OECD package, do not expect the SbS safe harbour to cover Polish QDMTT. Plan for Polish filings and payments, and monitor the transposition of the package.

Conclusion

For foreign investors, Pillar Two in Poland is primarily a local compliance and cash-tax issue for the Polish subsidiary, not just a head-office calculation. Estimates (not official taxpayer figures) point to around 8,000 potential taxpayers of any of the three top-up taxes, although the number actually liable to pay is expected to be considerably lower. The domestic top-up tax ensures that any shortfall below 15% is collected in Poland. Based on the OECD materials, this also applies to subsidiaries of US groups. FY2025 deadlines depend on whether it is the first fiscal year for the relevant jurisdiction and whether the Art. 156(3) exclusion applies: either 31 March / 30 June 2027 or 30 June / 30 September 2027. With the UC90 amendment, Side-by-Side transposition and PSI reform still in progress, groups should build their Polish data and governance processes now and keep their assumptions under review.

ABOUT ATL LAW

ATL Law is a Polish law firm dedicated to advising foreign investors doing business in Poland. We provide multilingual advice (Polish, English, German) on tax, corporate, transfer pricing and employment law. We help Polish subsidiaries of multinational groups assess their Pillar Two exposure, model the impact of PSI exemptions and R&D relief on the Polish effective tax rate, coordinate local filings with group headquarters, and obtain top-up tax opinions from the Polish tax authorities. Contact us to discuss your group’s position.

www.atl-law.pl  |  office@atl-law.pl

[1]Regulation of the Minister of Finance and Economy of 24 April 2026 on the detailed scope of data in the top-up tax information return (Journal of Laws 2026, item 571).

[2]OECD (2026), Tax Challenges Arising from the Digitalisation of the Economy – Global Anti-Base Erosion Model Rules (Pillar Two), Side-by-Side Package, Inclusive Framework on BEPS, 5 January 2026, https://www.oecd.org/content/dam/oecd/en/topics/policy-sub-issues/global-minimum-tax/side-by-side-package.pdf

[3]European Commission Notice “The OECD Inclusive Framework Agreement on Safe Harbors and the Pillar Two Directive” (C/2026/253), OJ C of 12 January 2026, https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=OJ:C_202600253

[4]Act of 6 November 2024 on Top-Up Taxation of Constituent Entities of International and Domestic Groups (Journal of Laws 2024, item 1685, as amended); Act of 13 February 2026 amending the Act on the exchange of tax information with other countries and certain other acts (Journal of Laws 2026, item 347), https://isap.sejm.gov.pl/isap.nsf/DocDetails.xsp?id=WDU20260000347

[5]Chancellery of the Prime Minister, Legislative and programme work plan of the Council of Ministers – draft act amending the Act on top-up taxation (UC90), version 4.0 of 1 July 2026, https://www.gov.pl/web/premier/projekt-ustawy-o-zmianie-ustawy-o-opodatkowaniu-wyrownawczym-jednostek-skladowych-grup-miedzynarodowych-i-krajowych-oraz-niektorych-innych-ustaw

[6]OECD (2026), Updated Central Record for Purposes of the Global Minimum Tax, Annex B – Qualified SbS Regimes, https://www.oecd.org/content/dam/oecd/en/topics/policy-sub-issues/global-minimum-tax/updated-central-record-for-purposes-of-the-global-minimum-tax.pdf

[7]OECD, FAQs on the Model GloBE Rules, section “Side-by-Side system” (questions 2 and 4), https://www.oecd.org/content/dam/oecd/en/topics/policy-sub-issues/global-minimum-tax/faqs-on-model-globe-rules.pdf

[8]Government bill amending the Act on supporting new investments and certain other acts (UD391), submitted to the Sejm on 1 October 2026 (print No. 3160).