The Sejm is currently working on a draft bill (UD458), adopted by the Government on September 29, 2026, amending the PIT, CIT and lump-sum tax on registered revenues regulations. The draft bill provides for favorable changes for some PIT taxpayers settling their tax according to the tax scale. On the other hand, higher tax burdens are planned for the highest-earning entrepreneurs and the largest CIT taxpayers. Below we present the main assumptions of the CIT changes. The proposals concerning PIT and the lump-sum tax on registered revenues are discussed in a separate article.
The proposed CIT amendment concerns subjecting the largest taxpayers to a new 22% rate. The details of this regulation are as follows:
Qualifying taxpayers - revenue threshold of EUR 50 million
- The draft bill provides that the 22% rate is to apply to taxpayers, including tax capital groups, whose revenues in the tax year immediately preceding the given year exceeded the equivalent of EUR 50 million. This means that the higher tax rate will not apply to new taxpayers in their first tax year, except for tax capital groups where at least one company met the conditions before the group was formed, and certain restructuring cases.
- The 22% CIT rate is also to apply to taxpayers who, on any day of the previous tax year, were constituent entities of a domestic or international group within the meaning of the Act on the Top-up Tax for Constituent Entities of International and Domestic Groups (global minimum tax, so-called Pillar 2). In practice, this may mean that the 22% CIT rate will apply even to smaller taxpayers that do not exceed the revenue threshold, due to their membership in a domestic or international group with group revenue of at least EUR 750 million.
- The amount of EUR 50 million is converted at the average euro exchange rate published by the National Bank of Poland for the last business day of the tax year in which the revenues were earned. If the taxpayer's tax year was longer or shorter than 12 months, the EUR 50 million amount is determined as the product of 1/12 of that amount and the number of full months in that tax year.
Exception for financial institutions
The draft bill provides that the special CIT rates for financial institutions (including domestic banks, foreign banks, credit institutions and cooperative savings and credit unions - SKOKs), which apply from 2026, take precedence.
Simplified advance payments
- A taxpayer subject to the 22% CIT rate who calculates simplified advance payments based on the tax due for a year in which it applied the 19% rate should increase the advance payment amount so determined by 15.8%. This rule does not apply to certain tax capital groups specified in the draft bill that include a domestic bank.
Reorganizations
- The draft bill provides for the application of the 22% CIT rate to certain reorganizations, i.e. the acquisition or transfer of an enterprise, an organized part of an enterprise or assets with a value exceeding 10% of the taxpayer's balance sheet assets. The 22% CIT rate applies in the year of the reorganization and in the two following tax years.
- The legislator's declared aim of the proposed change is to prevent avoidance of the 22% CIT rate through reorganizations that change the level of revenues taken into account when assessing the obligation to apply the higher CIT rate. However, with respect to demergers and contributions in kind, the provision does not contain any abuse condition. As a result, when planning a reorganization, it may be necessary not only to assess its tax neutrality, but also to check whether it will cause the taxpayer to become subject to the 22% CIT rate.
- In the case of mergers, if at least one of the merging taxpayers met the conditions for applying the 22% CIT rate, it will also apply to the first tax year after the merger of the acquiring taxpayer, including a newly incorporated one. Where the taxpayer did not close its accounting books in connection with the merger, the higher CIT rate will already apply in the year of the merger.
Key concerns regarding the draft bill
Already at the public consultation stage, the proposed regulations met with numerous objections, concerning primarily their scope and the risk of the increased CIT rate covering situations unrelated to tax optimization. During the consultations, the following arguments, among others, were raised:
- the EUR 50 million threshold, based solely on revenues, does not reflect the actual profitability of businesses - the regulation may also cover low-profitability entities operating in low-margin sectors;
- due to the lack of progression, even a slight exceeding of the EUR 50 million threshold will result in the entire income being subject to the 22% rate, not only the excess over the threshold;
- the 22% rate also covers entities that do not individually exceed the EUR 50 million revenue threshold but belong to domestic or international groups subject to the Pillar 2 regulations. The possibility of applying the 22% rate to entities currently benefiting from the preferential 9% CIT rate, if they are part of a large group, was particularly criticized;
- there were also calls to extend the vacatio legis and to carry out an in-depth analysis of the impact of the CIT increase on investment, employment and the competitiveness of the economy.
Additional doubts are raised by the provisions on reorganizations, which were introduced into the draft bill only after the public consultations had ended. Consequently, these solutions were not subject to wider debate or regulatory impact assessment by the stakeholders concerned. At the same time, the way they are worded may raise questions as to their legitimacy.
Although the explanatory memorandum indicates that the aim of the new regulations is to counteract avoidance of the 22% CIT rate through reorganizations affecting the level of revenues taken into account when assessing whether the statutory thresholds are met, the literal wording of the proposed provisions seems to go beyond that aim. In particular, the mechanism is not limited solely to cases where specific revenue thresholds are exceeded, nor to reorganizations undertaken for tax reasons. As a result, the new regulations may potentially also cover reorganizations carried out for valid business reasons, unrelated to any attempt to circumvent the rules on applying the increased CIT rate.
Entry into force
- The draft bill provides for the act to enter into force on January 1, 2027. The CIT changes are to apply to income (revenues) earned in the tax year beginning after December 31, 2026.
- When verifying the EUR 50 million threshold, the revenues of the tax year immediately preceding that year should be taken into account. In practice, this means that in order to determine whether the 22% CIT rate will apply in 2027, the revenues earned by the taxpayer in 2026 should be verified.
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