Withholding tax on dividends in Poland – latest position of the Supreme Administrative Court of Poland (NSA)

Recent NSA rulings confirm that withholding tax on dividends in Poland may qualify for an exemption even where the dividend itself is not effectively taxed at recipient level. However, the judgments of 8 July 2026 increase the risk for multi-tier ownership structures: the look-through approach (LTA) cannot replace the statutory direct shareholding requirement.

When is a dividend exempt from Polish WHT?

The main conditions are set out in Article 22(4)–(4d) of the Polish CIT Act. They include a direct holding of at least 10% in the dividend-paying company.

As a general rule, the shares must also be held continuously for two years. The recipient must be subject to income tax on its entire income and must not benefit from an exemption covering all income.

Does the dividend itself have to be effectively taxed?

No. In its judgment of 3 June 2026, case no. II FSK 960/25, the NSA held that Article 22(4)(4) does not require effective taxation of the specific dividend.

The judgment of 9 June 2026, II FSK 1143/23, takes a similar position. An income-specific dividend exemption in the shareholder’s jurisdiction does not therefore automatically prevent the Polish WHT exemption.

Is beneficial ownership a separate exemption condition?

In its judgment of 13 August 2025, II FSK 1510/22, the NSA held that beneficial owner status is not expressly listed as a separate condition under Article 22(4).

However, beneficial ownership may still be relevant to the broader WHT analysis. The payer remains required to exercise due diligence, while anti-abuse provisions and the procedure for obtaining an opinion on the application of WHT preferences must also be considered.

Does limited holding-company substance prevent the exemption?

Not automatically. In its judgment of 6 February 2026, II FSK 1150/25, the NSA stressed that the personnel and physical resources of a holding company must be assessed in the context of its activities.

Relevant factors include its functions, decision-making processes and the economic rationale for its presence in the ownership structure.

Why is the look-through approach now more risky?

In its judgments of 8 July 2026, the NSA held that the LTA can help identify the beneficial owner, but cannot replace the direct shareholding condition for the entity claiming the exemption.

This conflicts with the broader approach found in Ministry of Finance guidance dated 3 July 2025 and favourable individual KIS rulings concerning certain multi-tier structures.

What should investors and businesses verify before a dividend payment?

For companies conducting business in Poland or investing through Polish entities, the pre-payment review should include:

• the ownership structure and holding period;
• the role of the direct dividend recipient;
• how the dividend will be used or transferred;
• tax residence and taxation of the entities involved;
• the economic rationale of the structure;
• evidence that due diligence has been exercised.

The PLN 2 million threshold is also relevant. Specified payments to related entities exceeding this amount to the same taxpayer may fall under the pay-and-refund mechanism. Polish WHT rules also provide instruments such as the WH-OSC payer statement and an opinion on the application of WHT preferences.

Read the full article here: Withholding tax on dividends in Poland – latest position of the Supreme Administrative Court of Poland (NSA)