The Act of 29 May 2026 amending the Tax Ordinance and certain other acts (Dz.U. z 2026 r. poz. 846) changes the system for reporting reportable arrangements with effect from 1 October 2026. The change runs deep: the category of the domestic arrangement disappears, the role of the supporting entity (wspomagający) disappears, the qualified beneficiary (korzystający) threshold disappears and the obligation to maintain an internal procedure disappears. If, however, you are running a reorganisation that began before that date, the new provision does not close off your old obligations. Below: how to establish which regime applies to you, what exactly has changed and what follows from it for five typical restructuring scenarios.
Two dates that decide which regime applies to you
Proposition. What decides whether the provisions hitherto in force or the new ones apply to a particular arrangement is the date of the event that starts time running, not the date on which the form is sent.
Statutory basis. Under the law as it stands until 30 September 2026, the promoter's (promotor) time limit runs from the day following the day on which the reportable arrangement was made available, on which it was made ready for implementation, or on which the first step towards implementing it was taken — whichever of those events occurs first (Article 86b § 1 (art. 86b § 1) of the Tax Ordinance (Ordynacja podatkowa)). The same three events fix the beneficiary's time limit in the cases covered by Article 86c § 1–2 of the Tax Ordinance. That structure remains in the wording in force from 1 October 2026: the promoter provides the information within 30 days of the arrangement being made available, being made ready for implementation, or of the first step towards implementing it.
Practice. In reorganisations none of those events coincides with registration in the KRS. Presenting the outline of an arrangement — including orally or in a presentation to the management board — already amounts to making it available. In an individual tax ruling of 19 September 2025, no. 0114-KDIP2-2.4017.10.2021.21.S/AS, the Director of the National Revenue Information Service (Dyrektor Krajowej Informacji Skarbowej, the Director of the KIS) stated: "The definition of a 'promoter' does not, moreover, apply solely to persons external to the beneficiary who pursue activity of that kind professionally; it may also apply to the beneficiary's employees and to persons working closely with the beneficiary, if they meet the requirements for being regarded as promoters in functional terms" (translation by the author).
Takeaway. Build a single timeline for the project with three entries: the date on which the arrangement was made available, the date on which it was made ready for implementation and the date of the first step towards implementation. If any of them falls before 1 October 2026, the starting point is the provisions hitherto in force.
The law up to 30 September 2026: two kinds of arrangement, three roles, one threshold
Proposition. Under the existing regime, reporting also covers purely domestic arrangements, and the list of hallmarks is wider than the EU one.
Statutory basis. The subject matter is governed by Articles 86a–86o of the Tax Ordinance. A reportable arrangement arises where an arrangement meets the main benefit test and has a generic hallmark (Article 86a § 1(6) and § 2), or has a specific hallmark (Article 86a § 1(13)), or has an other specific hallmark (Article 86a § 1(1)). For arrangements other than cross-border ones the obligation is additionally limited by the qualified beneficiary criterion (Article 86a § 4 of the Tax Ordinance) — thresholds of EUR 10 million of revenue, costs or assets and EUR 2.5 million for the value of the things or rights covered by the arrangement. Three roles operate in practice: the promoter, the beneficiary and the supporting entity (Article 86a § 1(8) and (18) and Article 86d of the Tax Ordinance).
Practice. That these conditions are examined together rather than declared is shown by an individual tax ruling of the Director of the KIS of 10 October 2025, no. 0114-KDIP2-2.4017.1.2021.19.S/SP, in which the authority held: "The transactions described in the application meet the main benefit test referred to in Article 86a § 2 of the Tax Ordinance and display at least one of the generic hallmarks referred to in Article 86a § 1(6)(a)–(k) of the Tax Ordinance". The solution followed from a provision of the statute, and was nevertheless classified as a reportable arrangement.
Takeaway. For events before 1 October 2026 the full test still has to be worked through: the hallmark, the main benefit test where the statute requires it, then the qualified beneficiary threshold, and only at the end the role and the time limit.
The law from 1 October 2026: cross-border only, without VAT and excise duty
Proposition. The new Chapter 11a narrows reporting to cross-border arrangements and takes two turnover taxes out of it, but it does not relax the rigour of the time limits.
Statutory basis. Article 86a § 1 of the Tax Ordinance in the wording in force from 1 October 2026 provides: "The provisions of this Chapter shall apply to arrangements concerning taxes, excluding value added tax, including the tax on goods and services, and excise duty". A cross-border reportable arrangement means a cross-border arrangement subject to reporting that has a generic or a specific hallmark and concerns more than one European Union Member State, or a Member State and a third country (Article 86a § 2(13)). The main benefit test is defined as a situation in which "the main effect, or one of the main effects, which on the basis of the existing circumstances and facts a given entity may expect to achieve through the implementation of the arrangement is a tax benefit" (Article 86a § 2(5)).
Practice. The role of the supporting entity disappears — Article 86d of the Tax Ordinance has been repealed, and supporting activities have been defined in Article 86a § 2(2) as forming part of the scope of the promoter's activity. The qualified beneficiary criterion loses its subject matter together with the domestic regime. Articles 86l and 86m — that is, the obligation to have and to apply an internal MDR procedure — have been repealed. Point (4) has been added to Article 14b § 2a of the Tax Ordinance, excluding the issue of individual tax rulings on the provisions contained in Part III, Chapter 11a.
Takeaway. After 1 October 2026 an application for an individual tax ruling is no longer the instrument for clarifying doubts. What remains is tax explanatory notes, general tax rulings and one's own documented analysis — which is why the quality of the MDR note becomes a practical rather than a formal matter.
### MDR before and after 1 October 2026
| Element | Up to 30 September 2026 | From 1 October 2026 | Legal basis |
|---|---|---|---|
| Scope | domestic and cross-border reportable arrangements; arrangements concerning VAT covered by the regime | cross-border arrangements only; VAT and excise duty excluded | Article 86a § 1 and § 3 of the Tax Ordinance (the law hitherto in force); Article 86a § 1 and § 2(13) of the Tax Ordinance — Article 1(24) of the amending act |
| Hallmarks | generic (with the main benefit test), specific and other specific | generic and specific; the category of "other specific hallmark" removed | Article 86a § 1(1), (6), (10) and (13) and § 2 of the Tax Ordinance; Article 86a § 2(5) of the Tax Ordinance from 1 October 2026 |
| Qualified beneficiary | thresholds of EUR 10 million and EUR 2.5 million for arrangements other than cross-border ones | none — the provision has no counterpart in the new wording | Article 86a § 4 of the Tax Ordinance (the law hitherto in force); Article 1(24) of the amending act |
| Roles | promoter, beneficiary, supporting entity | promoter and beneficiary; supporting activities performed in the role of promoter | Article 86a § 1(8) and (18) and Article 86d of the Tax Ordinance; Article 86a § 2(2) of the Tax Ordinance and Article 1(27) of the amending act |
| MDR-1 | promoter and beneficiary — 30 days; supporting entity — 30 days or 5 working days | promoter — 30 days; beneficiary — 30 days, and 14 days following a late notification | Article 86b § 1, Article 86c § 1–2 and Article 86d § 2–4 of the Tax Ordinance; Article 86b § 1 and Article 86c § 1 and § 5 of the Tax Ordinance from 1 October 2026 |
| MDR-2 | notification in the cases specified in Articles 86b and 86d of the Tax Ordinance | the existing bases repealed; what remains is written notification of the instructing party within 7 days | Articles 86b and 86d of the Tax Ordinance; Article 86b § 4–4a of the Tax Ordinance — Article 1(25) of the amending act |
| MDR-3 | by the deadline for filing the tax return for the settlement period concerned | by the end of the fourth month following the end of the tax year or, where there is no income tax payer status, of the calendar year | Article 86j § 1 of the Tax Ordinance; Article 86j § 1 of the Tax Ordinance — Article 1(35)(a) of the amending act |
| MDR-4 | promoter or supporting entity — 30 days after the end of the quarter | promoter — 30 days after the end of the quarter, a narrower range of data | Article 86f § 4 of the Tax Ordinance; Article 1(30)(d) of the amending act |
| Internal procedure | obligatory once revenue or costs exceed PLN 8,000,000 | repealed | Articles 86l and 86m of the Tax Ordinance; Article 1(36) of the amending act |
| Individual tax ruling in MDR matters | available | excluded | Article 14b § 2a(4) of the Tax Ordinance — Article 1(2) of the amending act |
| Fiscal penal sanction | a fine of up to 720 daily rates | unchanged | Article 80f of the Fiscal Penal Code |
The MDR-3 deadline calls for emphasis, because two versions are in circulation in the trade press. What follows from the provision is a deadline of the end of the fourth month following the end of the tax year or the calendar year. Article 86j § 1 of the Tax Ordinance in the wording in force from 1 October 2026 reads: "A beneficiary who in a given settlement period carried out any transactions forming part of a reportable arrangement or obtained a tax benefit arising from it shall provide the Head of the National Revenue Administration (Szef Krajowej Administracji Skarbowej) with information on the application of the reportable arrangement by the end of the fourth month following the end of:". The version referring to the third month comes from earlier drafts of the bill and does not correspond to the provision promulgated in Dz.U. z 2026 r. poz. 846.
Transitional provisions: what carries over and what stays in the old regime
Proposition. The amendment does not extinguish obligations that arose earlier; it distributes them between two regimes according to the date of the event and the date on which the time limit expires.
Statutory basis. The transitional provisions of the amending act are contained in Articles 20–34; for domestic arrangements four of them are decisive. First, Article 24: where the time limit for performing an obligation under the existing Article 86b § 1 and Article 86c § 1 and 2 of the Tax Ordinance expires on 30 October 2026, "the provisions hitherto in force shall apply to the performance of those obligations" — the provision neither extends the time limit nor abolishes the obligation; it identifies the regime under which the obligation is to be performed. Secondly, Article 26: if information on an arrangement other than a cross-border one was filed before the amendment entered into force, no information on the application of that arrangement is filed. Thirdly, Article 23: a supporting entity under the existing rules who, from the date the amendment enters into force, meets the new definition of a promoter performs the obligations of a promoter. Fourthly, Article 27: information on the making available of a standardised arrangement effected on or after the date the amendment enters into force is provided under the new rules.
Practice. Infringements committed before 1 October 2026 remain infringements. The amending act contains no provision removing liability for a failure to file MDR-1, MDR-3 or MDR-4 in respect of domestic arrangements from earlier years.
Takeaway. Close off the stocktaking before 1 October 2026: a list of open arrangements, the dates that start the time limits running, the forms sent, the official receipt confirmations and the reportable arrangement numbers. Perform any outstanding obligations under the provisions hitherto in force, not under the new ones.
Five typical reorganisations
Proposition. After the change in the law the key question is not "is there a tax benefit" but "is the arrangement cross-border".
Statutory basis. A merger of two Polish companies, a division by spin-off between domestic companies, an exchange of shares solely between Polish residents and a contribution in kind of an organised part of an enterprise (ZCP) to a Polish company — if the whole of the arrangement after 1 October 2026 is confined to a single state, there is no cross-border reportable arrangement within the meaning of Article 86a § 2(13) of the Tax Ordinance. The position is different where a holding structure is being built with a foreign entity: contributing shares to a company established in another Member State, a cross-border reverse merger or a transfer of functions and assets abroad all call for the hallmarks to be examined in full.
Practice. The ending of the MDR obligation does not change the classification under substantive law. On a division by spin-off, what still decides the matter is the organised part of an enterprise test. In an individual tax ruling of 21 May 2025, no. 0111-KDIB1-1.4010.142.2025.2.AND, the Director of the KIS recalled: "The basic requirement following from the above provision is therefore that an organised part of an enterprise should constitute a set of tangible and intangible assets (including liabilities). A further condition is the separation of that set within an existing enterprise". On a cross-border reverse merger, typical where a holding structure with a foreign entity is being tidied up, the authority stated in an individual tax ruling of 24 January 2025, no. 0111-KDIB1-1.4010.704.2024.2.SH: "since the market value, determined as at the day preceding the merger date, of the assets of the Acquired Company received by the Acquiring Company will not exceed the value taken for tax purposes of the components of those assets (…), no revenue will arise on the part of the Acquiring Company under Article 12(1)(8c) of the CIT Act". Neutrality in income tax does not, however, settle whether there is an MDR obligation — these are two separate tests.
Takeaway. For domestic projects begun after 1 October 2026 the documentary burden shifts entirely onto the economic justification and the anti-avoidance clause, tax neutrality and the PCC treatment. Removing the reporting obligation removes none of those tests.
Sanctions and the liability of those involved
Proposition. The reform narrows the scope of the obligations, but it does not reduce the sanctions for failing to perform them.
Statutory basis. Under Article 80f § 1 of the Fiscal Penal Code (Kodeks karny skarbowy), anyone who, contrary to an obligation, fails to provide the competent authority with information on a reportable arrangement, or provides it out of time, is liable to a fine of up to 720 daily rates. The same sanction applies to a failure to file information on transactions forming part of an arrangement and to a failure to discharge information duties towards other participants. Using an annulled reportable arrangement number carries a fine of up to 240 daily rates, and a case of lesser gravity constitutes a fiscal misdemeanour.
Practice. Fiscal penal liability is the liability of a natural person. Within a company it is borne by whoever deals with its business affairs, in particular its financial affairs — most often a member of the management board or the person entrusted with the tax area. The allocation of responsibilities within the organisation therefore matters evidentially.
Takeaway. Even after the repeal of Article 86l of the Tax Ordinance it is worth maintaining an internal flow of information: identifying the person responsible, the point at which the adviser is brought in, the procedure for approving decisions and the archiving arrangements. This is no longer a statutory obligation, but it is a way of demonstrating diligence.
The MDR note and the adviser's professional secrecy
Proposition. A documented decision not to report is worth as much in defending a position as a form that has been sent.
Statutory basis. The statute does not require a management board resolution recording the absence of an arrangement. What it does require is that the obligation — if it arose — be performed on time. In a dispute the authority examines what you knew and when. A written record of the analysis, with a date, an indication of the hallmarks examined and the signature of the person responsible, is the only evidence that the test was carried out before implementation and not after the audit.
Practice. The general tax ruling of the Minister of Finance of 5 March 2025, no. DTS5.8092.2.2025, explained the scope of the legally protected professional secrecy of the promoter and the supporting entity: the protection covers advocates, legal counsel, tax advisers and patent attorneys, and the information duty towards an entity that is not a client is replaced by notification of the instructing party. From 1 October 2026 that solution has a statutory basis: Article 86b § 4 of the Tax Ordinance releases the professionals identified there from providing the information where doing so would breach professional secrecy, and Article 86b § 4a requires written notification of the instructing party within 7 days. A beneficiary notified after its own time limit has expired provides the information without delay and no later than within 14 days (Article 86c § 5 of the Tax Ordinance).
Takeaway. Releasing the adviser is not releasing the client. In the engagement contract with the adviser, specify who reports, within what time limit and how the notification is to be given — otherwise the obligation passes to the beneficiary without its knowledge.
The most common mistake
The most common mistake is to assume that on 1 October 2026 outstanding obligations relating to domestic arrangements from earlier years expire. The reasoning runs: since the domestic regime has been abolished, there is nothing left to report. The opposite is true. The transitional provisions require obligations whose time limit expires on 30 October 2026 to be performed under the provisions hitherto in force, and for earlier events no remission of any kind has been provided for. Liability under Article 80f of the Fiscal Penal Code remains in force, and the limitation period for punishability runs to its own rhythm, independently of changes in the substantive law. How to avoid this: draw up a schedule of all arrangements from the years 2019–2026, identify for each of them the event that starts the time limit running, establish whether the obligation was performed, and make good any omissions in accordance with the law applicable at the date of the event. Close the schedule with a date and the signature of the person responsible.
Summary
- Establish three dates for every project — the date the arrangement was made available, the date it was made ready for implementation and the date of the first step towards implementation. They decide whether you apply the provisions hitherto in force or those in force from 1 October 2026.
- After 1 October 2026 only cross-border arrangements are reportable; VAT and excise duty are excluded from the scope of Chapter 11a of the Tax Ordinance, and the roles have been reduced to the promoter and the beneficiary.
- Information on the application of a reportable arrangement (MDR-3) is filed by the end of the fourth month following the end of the tax year or, where there is no income tax payer status, of the calendar year.
- Perform outstanding obligations relating to domestic arrangements under the provisions hitherto in force; the amendment contains no amnesty, and the sanction under Article 80f of the Fiscal Penal Code remains unchanged.
- Keep the MDR note as a permanent part of the project documentation — with individual tax rulings excluded in MDR matters, it is the basic evidence of diligence where the decision is not to report.
Sources cited
All quotations from Polish-language sources — statutes, tax rulings and court judgments — are given here in the author's translation; the Polish wording is authoritative.
- Individual tax ruling of the Director of the National Revenue Information Service of 19 September 2025, no. 0114-KDIP2-2.4017.10.2021.21.S/AS — the scope of the concept of a promoter, including the possibility of applying it to employees and to persons working closely with the beneficiary; the authority relies on the MDR tax explanatory notes of January 2019. https://eureka.mf.gov.pl/informacje/podglad/659510
- Individual tax ruling of the Director of the National Revenue Information Service of 10 October 2025, no. 0114-KDIP2-2.4017.1.2021.19.S/SP — the main benefit test and the generic hallmarks examined together; a solution following directly from a provision of a tax statute may constitute a reportable arrangement. https://eureka.mf.gov.pl/informacje/podglad/662381
- Individual tax ruling of the Director of the National Revenue Information Service of 21 May 2025, no. 0111-KDIB1-1.4010.142.2025.2.AND — the conditions for an organised part of an enterprise on a division by spin-off and the absence of revenue in the hands of a shareholder of the company being divided. https://eureka.mf.gov.pl/informacje/podglad/640514
- Individual tax ruling of the Director of the National Revenue Information Service of 24 January 2025, no. 0111-KDIB1-1.4010.704.2024.2.SH — a cross-border reverse merger carried out for valid economic reasons, and revenue under Article 12(1)(8c) and (8d) of the CIT Act. https://eureka.mf.gov.pl/informacje/podglad/624031
- Tax explanatory notes of the Minister of Finance of 31 January 2019, Informacje o schematach podatkowych (MDR) (Information on reportable arrangements (MDR)) — relied on by the interpreting authority as a source for construing the concepts of implementing an arrangement and of managing its implementation (cited after the statement of reasons for ruling no. 0114-KDIP2-2.4017.10.2021.21.S/AS).
- General tax ruling of the Minister of Finance of 5 March 2025, no. DTS5.8092.2.2025, on the "legally protected professional secrecy" of the promoter and the supporting entity under the rules on reportable arrangements; published at: Dz. Urz. Min. Fin. z 2025 r. poz. 14 (official journal of 7 March 2025). The number, the date, the issuing authority, the full title and the item in the official journal were read in the official text promulgated in the Official Journal of the Minister of Finance.
- General tax ruling of the Minister of Finance and Economy of 29 July 2025, no. DTS5.8092.3.2025, on the classification of a transaction consisting in an increase of the share capital of a capital company under the rules on reportable arrangements in the context of the Act of 9 September 2000 on the tax on civil law transactions; published at: Dz. Urz. Min. Fin. i Gosp. z 2025 r. poz. 1 (official journal of 31 July 2025). The number, the date, the issuing authority, the full title and the item in the official journal were read in the official text promulgated in the Official Journal of the Minister of Finance and Economy.
- Act of 29 May 2026 amending the Tax Ordinance and certain other acts, Dz.U. z 2026 r. poz. 846 — the particulars of the act, the date of promulgation and the date of entry into force verified in the eli.gov.pl database; the wording of Article 86a § 1, Article 86a § 2(5) and (13) and Article 86j § 1 of the Tax Ordinance in the version in force from 1 October 2026, together with the repeal of Articles 86d, 86l and 86m and the addition of Article 14b § 2a(4) — verified in the official text and in the consolidated text of the Tax Ordinance with the amending units marked. The transitional provisions (Articles 20–34) and the rule concerning obligations whose time limit expires on 30 October 2026 (Article 24) were read in the full official text of the act.
E-book references
Selected restructuring topics are discussed at greater length in the e-book series Biblioteka Restrukturyzacji (Restructuring Library; Zbyszko Pora, JTWPOLAND): converting a sole trader into a sp. z o.o., the division of a company by spin-off or by separation, and the test for an organised part of an enterprise. The PDF files are available free of charge in the e-book section; the series is currently published in Polish.
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Get in touch →Legal basis: Act of 29 August 1997 — Tax Ordinance — Dz.U. z 2026 r. poz. 622, as amended (in particular Article 14b § 2a, Articles 14k–14n, Articles 86a–86o and Article 119a et seq.).; Act of 29 May 2026 amending the Tax Ordinance and certain other acts — Dz.U. z 2026 r. poz. 846 (in particular Article 1(2), (24)–(27), (30), (35) and (36) and the transitional provisions in Articles 20–34, and in particular Articles 23, 24, 26 and 27); the act was promulgated on 25 June 2026, comprises 35 articles and enters into force in principle on 1 October 2026, subject to the exceptions specified in Article 35.; Act of 10 September 1999 — Fiscal Penal Code — Dz.U. z 2025 r. poz. 633, as amended (Article 80f).; Act of 15 February 1992 on corporate income tax — Dz.U. z 2026 r. poz. 554, as amended (in particular Article 4a(4), Article 12(1)(8b)–(8d) and Article 12(4)(3e)–(3h) and (4d)).; Act of 26 July 1991 on personal income tax — Dz.U. z 2026 r. poz. 592, as amended (in particular Article 5a(4) and Article 24(8a)–(8b)).; Act of 15 September 2000 — Commercial Companies Code — Dz.U. z 2024 r. poz. 18, as amended (in particular Article 492 § 1 and Article 529 § 1(4)).; Council Directive (EU) 2018/822 of 25 May 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements — Dz.Urz. UE L 139 z 05.06.2018, s. 1.