The finance ministry clarified that share capital increases via non-cash or certain cash contributions are excluded from MDR if specific tax conditions are met.
Poland’s Minister of Finance issued a general ruling (ref no. DTS5.8092.3.2025, dated July 29, 2025) on 31 July 2025, clarifying that increases in a company’s share capital through non-cash contributions (whether subject to or exempt from VAT) are not considered tax schemes under mandatory disclosure rules (MDR), as they are not subject to the tax on civil law transactions.
Similarly, cash contributions are excluded from MDR if the tax on civil law transactions is paid on the increase’s value and any surplus over the face value does not grant rights to supplementary shares.
However, intentionally undervaluing share capital increases to reduce the tax on civil law transactions may be treated as a tax scheme under MDR.
