Guide to Poland’s filing obligations for real estate companies and their shareholders

Polish real estate companies and their shareholders are required to submit the following information by April 2 2024:

• Real estate companies are mandated to disclose information about entities that directly or indirectly hold shares or similar rights in that real estate company, and about the percentage and number of such shares held by each shareholder; and

• Shareholders (partners) in real estate companies who are taxpayers and hold at least 5% of the shares or similar rights in a real estate company are mandated to disclose information about the percentage and number of their shares or similar rights, held directly or indirectly, in real estate companies.

The submission of this information has to be conducted electronically through official forms. Real estate companies are to use forms CIT-N1 and PIT-N1, while their shareholders are to use forms CIT-N2 and PIT-N2. All submissions are to be made to the pertinent tax office.

Failure to submit the required information, a delay in filing, or providing inaccurate information may lead to penal and fiscal consequences.

There are a number of practical doubts when applying these provisions. For example, it is not clear:

• If, and which, indirect shareholders have the reporting obligations;

• Whether shareholders who are reporting have an obligation to register for a Polish tax number; and

• How a Polish real estate company should collect data about its indirect shareholders who are several levels above in the corporate structure.

A real estate company is an entity that meets all the following criteria:

• It is not an individual;

• It possesses real estate situated in Poland, directly or indirectly, with a value surpassing PLN 10 million;

• The value of these real estate assets constitutes at least 50% of the entity's overall asset value; and

• At least 60% of its revenues are derived from the rental, lease, leasing, or sale of real estate or rights to real estate, shares in other real estate companies, or the sale of such companies (this condition does not apply to entities in the first year of their operations).

As a result, a non-Polish holding company that received dividends from its Polish real estate companies or that sold such companies may also meet these conditions and have reporting obligations in Poland.

The above information must be submitted by:

• Real estate companies; and

• Taxpayers holding shares or similar rights in real estate companies, directly or indirectly, granting them a minimum of 5% of the voting rights, profit-sharing rights in a partnership, or a collective sum of participation titles or similar rights.