Poland charges tax on the way out. Chapter 5a of the corporate income tax act, in the consolidated text published as Dz.U. 2026 poz. 554, and articles 30da to 30dh of the personal income tax act, consolidated as Dz.U. 2026 poz. 592, impose a charge on unrealized gains chiefly when an asset or a taxpayer leaves the country, computed on the excess of market value over tax value as though a sale had taken place. It applies to companies and to individuals on different terms, and it is a provision that changes the sequence of a restructuring, not merely its documentation.
The rule is not exotic. The corporate charge implements article 5 of Council Directive (EU) 2016/1164, the anti tax avoidance directive, and comparable provisions exist across the Union. Article 1 of that directive applies it to taxpayers subject to corporate tax, so the charge on individuals is a Polish choice rather than a European requirement. What makes the Polish version worth reading closely is the breadth of the corporate trigger, the absence of any de minimis on the corporate side, and the fact that the valuation which fixes the charge must exist on a day that may already have passed by the time anyone asks.
What triggers the corporate charge
Article 24f paragraph 2 identifies two events. The first is the transfer of an asset outside Polish territory as a result of which Poland loses the right to tax income from the disposal of that asset, the asset remaining the property of the same entity. The second is a change of tax residence by a taxpayer with unlimited Polish liability, as a result of which Poland loses that right in connection with the transfer of the seat or the place of management to another state, including in connection with a cross border conversion.
Paragraph 3 fills in the first limb with situations it covers in particular, so its list illustrates rather than closes the category. It names a Polish resident transferring to its own foreign permanent establishment an asset previously connected with its activity in Poland, a non resident moving an asset previously connected with its Polish permanent establishment to its state of residence or to another state in which it operates through a permanent establishment, and a non resident moving all or part of the activity conducted through its Polish establishment to another state. In each case the charge still turns on the condition in paragraph 2, that Poland loses the right to tax a later disposal. None of these involves a sale, a counterparty or a payment.
Those two events are not the whole perimeter. Under article 24k paragraph 3 the chapter applies correspondingly to the gratuitous transfer to another person or entity of an asset located in Poland, and to the contribution of an asset to an entity other than a company or a cooperative, where, in connection with that transfer or contribution, Poland loses the right to tax income from the disposal of the asset. In those cases the asset does change owner. Under paragraph 1 of the same article, where the transferor is a company without legal personality, the chapter applies to the taxpayers entitled to a share in its profits.
Article 24f paragraph 4 provides the principal relief. On a change of residence, the charge does not reach assets which, after the change, remain connected with a permanent establishment of that taxpayer situated in Poland. Migration therefore does not by itself tax the assets that stay behind and stay taxable. What is charged is the assets that leave the Polish net, not the departure.
Building the corporate base
The rate is 19 per cent of the base under article 24f paragraph 1. Income is the excess of the market value of the asset, determined at the date of transfer or at the day preceding the change of residence, over its tax value under paragraph 5. Paragraph 6 sets the date of transfer as the day preceding the day on which the asset ceases to be attributed to activity carried on in Poland, including through a permanent establishment, so the valuation date is fixed by the statute and not by the date on which the move is documented.
Market value is not a single concept. Under paragraph 7 it is determined in accordance with article 14 paragraph 2 for securities and for assets whose transfer involves no change in economically significant functions, assets or risks, and in accordance with article 11c, the transfer pricing provision, in every other case. The second route brings the arm’s length apparatus into what looks like a purely internal movement.
Tax value under paragraph 8 is the amount not previously deducted which would have been treated as a cost of obtaining revenue had the asset been sold, and under the same paragraph non residents who determine income by estimation using the indicators in article 9 paragraph 2a do not establish a tax value. Paragraph 9 permits the authority to determine the income and the tax where the value adopted departs from market value without justified economic reasons and, as a result, no income or too little income is shown, and paragraph 10 treats the transfer of an enterprise or an organized part of one as a single object. Article 24h paragraph 2 closes the obvious escape: the exemptions and deferrals in articles 12 and 17 do not apply to this tax, although paragraph 1 of the same article contains exemptions of its own, each subject to its conditions.
The individual charge, and the four million floor
The personal income tax version is structured in parallel but priced differently. Article 30da paragraph 1 sets 19 per cent of the base where the tax value of the asset is determined, and 3 per cent where it is not. The lower rate is not a concession. Under paragraph 10 no tax value is determined where separate provisions allow no cost to be deducted on a disposal of the asset, and since income under paragraph 7 is the excess of market value over tax value, the 3 per cent then falls on the market value with nothing deducted.
The threshold matters more than the rate. Article 30db paragraph 1 disapplies the charge where the aggregate market value of the transferred assets does not exceed 4,000,000 zloty, and paragraph 2 provides that for spouses within paragraph 9 of article 30da the limit applies to both of them jointly. Chapter 5a of the corporate act contains no equivalent floor, so no value threshold applies to a corporate transfer.
Article 30da paragraph 14 ties the filing obligation to that threshold. The declaration is due, and the tax payable, by the seventh day of the month following the month in which the aggregate market value of the transferred assets exceeded 4,000,000 zloty, and again after any later month in which further assets are transferred. The corporate deadline in article 24f paragraph 12 is the same seventh day, measured from the month in which the income arose.
Who is caught on emigration
For individuals the reach of the residence change limb is deliberately narrow. Article 30da paragraph 3 provides that, for assets not connected with a business activity, a change of residence catches only what the statute calls personal assets: the totality of rights and obligations in a company without legal personality, such as a partnership, shares in a company, stocks and other securities, derivative financial instruments, and participation titles in capital funds.
Even those are caught only where the taxpayer has had a place of residence in Poland for a total of at least five years within the ten year period preceding the day of the change of residence. A founder whose Polish residence adds up to less than five of those ten years is outside the residence change charge on personal assets, however large the holding. A founder who built the company in Poland over a decade is inside it, subject to the 4,000,000 zloty floor, and shares are among the assets the provision names.
This is the point at which a Dutch holding structure and a personal relocation stop being separate questions. Contributing Polish shares to a new holding company is governed by its own rules, and moving residence afterwards engages article 30da on what the individual then owns, within the limits of paragraph 3. Article 30dh paragraph 3 applies paragraphs 1 and 2 of that article and articles 30da to 30dg correspondingly to a gratuitous transfer to another person or entity of an asset located in Poland and to a contribution of an asset to an entity other than a company or a cooperative, where, in connection with that transfer or contribution, Poland loses the right to tax income from the disposal of that asset. Article 30dd paragraph 2 adds that the exemptions and deferrals in articles 21 and 24 of the personal income tax act do not apply to the exit charge, although paragraph 1 of that article contains exemptions of its own, each subject to its conditions. The order of the two steps can therefore change what is held on the day of departure, and the order is a choice that exists only before either has happened.
Paying over five years
Neither statute leaves immediate payment in full as the only course where the destination qualifies. Article 24i paragraph 1 allows a company to apply to the competent head of the tax office for all or part of the tax to be spread over instalments for no more than five years from the end of the tax year in which the obligation arose, where the assets or the residence move to a member state of the European Union, or to another state of the European Economic Area which is party to an agreement with Poland or with the Union on mutual assistance in the recovery of tax claims equivalent to that provided for in Council Directive 2010/24/EU. Article 30de paragraph 1 grants individuals the same facility on the same conditions, and article 5 paragraph 2 of the anti tax avoidance directive requires the five year instalment right on the corporate side.
The instalment is not automatic. It is granted by a decision which, under article 24i paragraph 5, fixes among other things the amount and dates of the instalments and the amount of a prolongation fee. Where a real risk of non recovery exists, paragraph 2 also makes the spreading conditional on the taxpayer providing security for the tax together with that fee. Paragraph 3 names what the authority weighs in particular when assessing that risk: whether the balance sheet value of the taxpayer’s liabilities over the last three tax years did not exceed 50 per cent of the balance sheet value of its assets, whether it properly settled its income tax obligations, including those of a withholding agent, and whether any arrears were material, whether proceedings under the rules on tax avoidance or evasion were conducted against it in the last five tax years or are pending when it applies, whether guarantees and sureties granted to related parties are economically justified, and whether related parties are threatened with bankruptcy or liquidation for insolvency. Article 30de paragraphs 2, 3 and 5 make corresponding provision for individuals.
Under article 24i paragraph 6 the corporate decision lapses in six listed cases, including a disposal in any form of the transferred assets, a further transfer of them to a state outside the Union other than a qualifying state of the European Economic Area, a later change of residence to such a state, the bankruptcy or liquidation of the taxpayer, and a missed instalment or prolongation fee. Article 30de paragraph 6 lists five cases for individuals, with bankruptcy but not liquidation. Paragraph 5 of each article requires the decision to state the circumstances in which it lapses and the tax becomes due, and because the first lapse case in paragraph 6 is a disposal in any form, a sale of the migrated asset within the instalment period ends the instalment arrangement.
The way back
Two provisions recognize that not every departure is permanent. Article 24g paragraph 1 excludes from the corporate charge an asset transferred outside Poland for a fixed period of no more than twelve months where the transfer relates directly to the liquidity management policy of the taxpayer’s enterprise located in Poland and in another state, where securities or other assets are transferred under a transfer of title by way of security for a claim, or where the transfer serves to meet prudential capital requirements laid down in European Union law for credit institutions and investment firms. Article 30dc paragraph 1 contains the first two of those exclusions for individuals, without the prudential one. In both acts paragraph 2 requires the temporarily transferred assets to be declared in the annual return, together with the expected date of their return where they are still abroad when it is filed. Paragraph 3 of each brings the declared market value into charge if, within twelve months counted from the month following the transfer, the company ceases to exist, including by liquidation or takeover, or, on the individual side, the transferring partnership is taken over by a company or the business is converted into a single member capital company. Article 24g paragraph 4 and article 30dc paragraph 4 set the deadlines for declaring and paying that charge, and article 30dc paragraph 5 requires all transferred assets to be shown for taxation in that declaration where the value of the asset concerned and of the transferred assets referred to in article 30db paragraph 1 together exceeds 4,000,000 zloty.
More striking is article 30df of the personal income tax act. Where within five years, counted from the end of the tax year in which the asset was transferred abroad, the taxpayer transfers it back to Poland, the taxpayer may apply for a refund of the exit tax attributable to that asset. Paragraph 2 goes further: where within five years of the end of the tax year of the change of residence the taxpayer again becomes a Polish resident, the taxpayer may apply for a refund of the tax paid, excluding the part attributable to assets which remain connected with a foreign permanent establishment.
A five year refund window changes how a temporary relocation should be documented. It also means the emigration file does not close on departure, and that a return decided for family or commercial reasons carries a consequence worth quantifying before it is made.
What has to exist on the day
The recurring failure in these files is not legal, it is evidential. The charge is measured at a market value on a defined date, fixed by article 24f paragraph 6 as the day before the asset ceases to be attributed to Polish activity or, on a change of residence, by paragraph 5 as the day preceding the change, with article 30da paragraphs 6 and 7 providing the same for individuals. A valuation prepared afterwards, from figures assembled afterwards, answers a question about a day that has passed. Where article 11c applies, the valuation must satisfy the arm’s length standard, which means it is a transfer pricing analysis rather than an accounting exercise.
For a Polish resident company that also has income abroad bearing a tax equivalent to this charge, article 24f paragraph 11 aggregates that income with its Polish income and allows a credit for the foreign tax, limited to the proportion of the Polish tax attributable to the foreign income, with article 7 paragraph 3 point 1, which leaves out of account revenue from sources whose income is not subject to income tax or is exempt from it, applying correspondingly. On the arrival side, article 5 paragraph 5 of the directive requires a member state receiving the assets, the tax residence or the business of a permanent establishment to accept the value established by the state of departure as the starting value for tax purposes, unless it does not reflect market value. No Polish provision can bind a state outside that rule, and the directive does not reach individuals, so for a destination outside the Union or for a personal move, recognition of the stepped up value is a question of the arrival state’s own law, answered before the transfer or not at all.
The conclusion is simple to state and unpopular to hear. The corporate charge has no floor, the individual charge has a floor of 4,000,000 zloty, and both are measured on a day chosen by the statute rather than by the group. A restructuring that moves assets or residence out of Poland is sequenced backwards from the valuation date, and the file that supports it is built while the assets are still Polish.
This article is informational and does not constitute tax advice. Each engagement is subject to scope and applicable regulation.