Poland

KEY COUNTRY FACTS
System of government:	parliamentary republic
Population:	38.35 million
Currency:	Polish zloty (PLN)
FX regime:	free float
GDP:	$552.2bn (2014 est)
IGTA member:	yes
FATF member:	no
Treasury association:	Polish Corporate Treasurers Association (PCTA)
Other professional financial/banking associations:	Polish Bank Association

Financial regulatory framework

Bank supervision

The Polish Financial Supervisory Authority (PFSA) is responsible for both the regulation and supervision of the Polish banking sector.

Exchange controls

The currency of Poland is the Polish zloty (PLN). Residents investing outside EEA and OECD countries (so-called third countries) generally require a permit from the PFSA. There are exceptions for countries with which Poland has ratified agreements on the mutual promotion and protection of investments. A PFSA permit is also required by residents to sell securities abroad. Controls also apply to foreign investment in pension funds, broadcasting, shipping, airlines and the gambling and betting industries.

Taxation framework

Corporate taxation

Resident companies are liable to corporate income tax at a rate of 19% on their total income, irrespective of the source of earnings. If a company does not have its seat or place of management in Poland, it is liable to tax only on income earned in the territory of Poland. Losses may be carried forward for five years, but the deduction in a given year may not exceed 50% of the loss incurred. The carryback of losses is not permitted. Dividends received by a Polish resident company from another Polish company or from an EU/EEA company are exempt from taxation provided certain conditions are met: the recipient company holds for an uninterrupted period of at least two years at least 10% of the shares in the company paying dividends; and it does not enjoy an exemption from income tax on the total amount of its income, regardless of the source from which it is earned. Dividends received are subject to tax if the exemption does not apply. An ordinary tax credit is available for withholding tax on dividends received from a company based in the EU/EEA/Switzerland and any treaty country outside the EU/EEA/Switzerland. An additional ordinary tax credit for underlying tax is applicable when a Polish resident company holds for an uninterrupted period of at least two years at least 75% of the shares in an entity taxed on its income in any treaty country outside the EU/EEA/Switzerland. The additional tax credit for underlying tax does not apply to dividends received from a legal person resident in the EU/EEA/Switzerland.

Capital gains tax

Chargeable capital gains are calculated by deducting costs and expenses of purchase and sale from sale proceeds and are taxed in the same way as other income. If the sales price differs substantially from market value, tax authorities may require a valuation from an independent expert. Chargeable capital gains are taxed as ordinary income at the standard corporate income tax rate of 19%.

Tax on interest

Subject to a relevant double tax treaty, withholding tax of 20% is levied on income earned by non-residents from interest, copyrights, trademarks and know-how (including proceeds from the sale of the property rights). In the case of payments made to EU companies, and provided certain conditions are met, the 20% withholding tax is reduced to 0%.

Tax on dividends

Withholding tax of 19% is levied on dividends and other returns from participating in profits, derived by both resident and non-resident companies (unless a relevant double tax treaty provides otherwise). This includes income from the redemption of shares, income received in connection with the liquidation of a corporate entity, and income allocated to increase the initial capital or equity. Also included is income representing the equivalent of funds contributed to this capital originating from other capital of a corporate entity. Dividends paid to EEA companies are not subject to Polish withholding tax, provided that the parent company holds at least a 10% shareholding in the Polish company for an uninterrupted period of at least two years, and does not enjoy an exemption from income tax on the total amount of its income, regardless of the source of the income. The exemption also applies to distributions on redemption and liquidation proceeds. Similar rules apply to dividends paid to Swiss companies, although the required minimum shareholding is 25%. Under certain conditions (a two-year holding period and a 10% shareholding), dividends paid by one Polish entity to another are not subject to withholding tax and are exempt from tax at the recipient level. Unless a relevant double tax treaty provides otherwise, payments made to non-residents for the following services are also subject to withholding tax at the 20% rate: consulting, accounting, market research, legal, commercial, management and control, data processing, human resources, and guarantees. Withholding tax of 20% is also levied on income earned by non-residents from entertainment and sporting activities. Moreover, withholding tax of 10% is levied on income arising from non-resident maritime enterprises using Polish ports for the transportation of goods and/or passengers, and on income earned in Poland by non-resident air transport companies. Income from the aforementioned services received by resident companies is not subject to withholding tax, but is taxed on a general basis at a 19% CIT rate.

Thin capitalisation

New thin capitalisation rules apply as from 1 January 2015. The rules apply to broadly defined related party debt and provide for a debt-to-equity ratio of 1:1 (previously 3:1). Any interest on debt exceeding this amount is non-deductible. The new rules allow a taxpayer to use an alternative method to determine the limit on tax-deductible interest. Under the alternative method, deductible interest may not exceed the value of the taxpayer’s assets multiplied by the reference rate published by Poland’s central bank. If a taxpayer opts to use the alternative method, it must be used for both related party and third-party loans for at least three tax years.

Transfer pricing

Polish transfer pricing legislation operates by reference to the arm’s length principle and follows OECD guidelines. The arm’s length principle is applied to transactions between related entities if one is a Polish and the other a foreign taxpayer. Entities are broadly considered to be related where one participates in the control of the other entity, or where a third company participates in the control of both. Polish transfer pricing regulations can also apply to transactions undertaken between related entities that are both resident in Poland. The tax authorities have the power to require taxpayers to submit transfer pricing documentation relating to transactions with related parties or entities located in tax havens within seven days. The reporting requirement only applies to transactions for which the aggregate amount as specified in the contract, payable or actually paid in the tax year, exceeds certain monetary thresholds.

Sales taxes/VAT

The standard rate of VAT is 23%, although a reduced rate of 8% applies to certain goods and machines used in agriculture and forestry, health care appliances, transportation services, certain children’s articles, and building materials for housing purposes (the social housing programme). Beginning from 2011, a reduced rate of 5% for food and books has been implemented. Exports are zero-rated. Certain goods and services, including insurance and banking, are exempt from VAT.

Tax information provided by Deloitte Touche Tohmatsu and Deloitte Highlight 2015. ([1])

Banking service provision

There are 563 co-operative banks (many of which are capital deficient), 38 commercial banks, 28 branches of foreign banks and 17 representative offices of foreign banks operating in Poland. As the largest banking market within Central Europe, Poland has attracted numerous foreign investors over the last decade. As a result, 28 banks in Poland are now majority foreign-owned. Bank Pekao, the country’s second largest bank, is owned by Italy’s UniCredit and mBank, the country’s fourth largest bank, is owned by Germany’s Commerzbank.

Clearing and payment systems

Clearing systems

Poland has two national clearing systems, SORBNET and ELIXIR. In 2008, Poland joined the pan-European TARGET2 RTGS system. High-value/urgent domestic and cross-border payments in € are now settled by TARGET2.

• SORBNET – is Poland’s national RTGS system for high-value and urgent domestic payments in PLN. SORBNET is owned and operated by the National Bank of Poland (NBP). It has 50 direct participants.
• ELIXIR – is Poland’s low-value bulk payment system for payments in PLN and €. Domestic payments have a maximum value threshold of PLN 1m. ELIXIR is operated by KIR SA, the National Clearing House established by Poland’s leading banks, the NBP and the Polish Bank Association (ZBP). ELIXIR currently has 43 direct participants, including the NBP, and 12 indirect participants. Express ELIXIR has 11 participant banks.

Domestic and cross-border payments in € (including SEPA credit transfers) are cleared by the Euro-ELIXIR sub-system. There are currently 22 direct and five indirect participants in Euro-ELIXIR. Euro-ELIXIR also operates a SEPA Credit Transfer (SCT) clearing service, of which there are 22 participant banks. A SEPA Direct Debit (SDD) clearing service within Euro-ELIXIR is expected to be introduced in 2016.

Payments

• Credit transfers – Credit transfers represent the most prominent non-cash payment method in terms of volume and value in Poland. Paper-based credit transfers are more frequently used than their electronic alternative; however a growing number are automated. Paper-based transfers are truncated using IMBIR image technology.
• Direct debits – The use of direct debits for regular payments is increasing but direct debits remain a marginal instrument. Poland’s most popular type of direct debit (Polecenie Zaplaty) has a maximum value of €1,000 for private individuals and €50,000 for companies and other non-private debtors.

The GOBI (Gospodarcze Obciazenie Bezposrednie) scheme within ELIXIR can be used for high-value business-to-business direct debits. GOBI payments are irrevocable and have no value thresholds.

• Cheques – Cheques have never been a popular payment method in Poland, either for corporate or retail use. Cheques are of increasingly little commercial importance today. As a result, banks are reluctant to cash cheques of non-customers. Cheques are truncated via image technology. In 2013 cheques represented less than 0.003% of the total volume of cashless transaction in Poland and 0.002% of the total value.

The cashier’s cheque is widely used (principally for cash withdrawals), but is considered a mode of cash payment under Polish legislation.

• Card payments – Credit and debit usage is widespread and they continue to increase in popularity, especially for retail transactions. Debit cards are the most common card payment method. Debit cards issued by banks are affiliated with Visa and MasterCard. All payment cards are EMV-compliant. There were approximately 29.7 million debit and 6.3 million credit cards in circulation in Poland at the end of 2014.

Cross border payments

• Urgent payments – There are two main settlement alternatives for urgent cross border payments in € within the European Union, the pan-European TARGET2 RTGS system and the Euro Banking Association’s EURO1 clearing system. TARGET2-NBP is Poland’s national component of TARGET2 and is used only for cross-border payments in €.
• Non-urgent payments – For non-urgent payments there are three alternatives; through Euro-ELIXIR (via the NBP’s participation in the pan-European STEP2 ACH), directly through the EBA’s STEP1/STEP2 for EUR payments, or through a bank’s own network or alliances via SWIFT.

Cash and bank account management

Account availability

Residents and non-residents are both entitled to hold bank accounts denominated in domestic (PLN) and foreign currency within Poland and abroad. Residents require prior approval from the NBP before holding accounts in countries that do not belong to the European Economic Area (EEA) or OECD. Residents are required to provide the NBP with quarterly balance reports of their accounts abroad. Resident and non-resident domestic currency accounts are convertible in to foreign currency.

Money laundering

Poland has enacted anti-money laundering legislation, including legislation implementing the three EU anti-money laundering directives (Article 299 of the Penal Code and the Act on Counteracting Introduction into Financial Circulation of Property Values derived from Illegal or Undisclosed Sources and on Counteracting the Financing of Terrorism 2000, most recently amended in 2008) and the Regulation on establishing the form of a register of transaction, the way of keeping the register and the procedure of conveying the registry data to the General Inspector of Financial Information of 2001. Poland is a member of the Council of Europe MONEYVAL Select Committee, which is a member of the Financial Action Task Force (FATF) and has observer status of the Eurasian Regional Group on Combating Money Laundering and Financing of Terrorism (EAG). Poland has established a financial intelligence unit (FIU), the General Inspectorate of Financial Information (GIFI), which is a member of the Egmont Group.

Supplied by BCL Burton Copeland (www.bcl.com). Data as at January 2015.

Cash concentration/ZBA sweeping

Cash concentration techniques are the most popular cash management methods with international companies and are offered by both domestic and international banks. Due to stamp duty (the extent of which varies, depending on the relationship between the participants), cash concentration is mostly practised within the same legal entity. As is the case for notional pooling, cash concentration is problematic due to the absence of a clear legal framework. Companies can concentrate accounts denominated in EEA and OECD currencies, as well as those denominated in PLN. Non-resident bank accounts may participate in a cash concentration structure. However, stamp duty and exchange controls can make it difficult to implement. Legal advice should first be sought before the implementation of such a structure.

Cross border sweeping

Cross border cash management techniques are offered by the major international banks. Foreign exchange liberalisation for EEA and OECD countries has facilitated cross border sweeping. However, special care needs to be taken due to the legal, fiscal and regulatory uncertainty surrounding cash management in Poland. In addition, all transactions need to be documented and reported to the NBP. Fund movements between residents and non-residents are subject to itemised charges, based on the terms and conditions of each bank and the importance of the relationship.

Notional pooling

Notional pooling is rarely offered as it is uneconomic for banks to provide, given that the NBP does not allow the offsetting of notionally pooled credit and debit balances for reserve requirement purposes on the bank’s balance sheet. In addition, notional pooling is not legally defined in Poland. Some banks offer interest rate enhancement products as an alternative to notional pooling.

Electronic and internet banking

Electronic banking is increasingly common in Poland. Most electronic banking facilities in Poland allow companies to obtain account information as well as initiate domestic and foreign payments. While there is no formal electronic banking standard, many companies use the bank-independent MultiCash. Several local packages are provided and are particularly popular with small and medium-sized enterprises (SMEs). All major banks provide online banking facilities; however their internet banking services are primarily targeted at retail users. KIR SA provides the PayByNet Service, a 24/7 online payment application enabling secure retail purchases and online bill payments from bank accounts via credit transfer.

Liquidity management

Short-term investments

• Banks are free to offer interest on all bank accounts held by residents and non-residents, including current accounts.
• Time deposits are the most popular methods of short-term investment in Poland. Time deposits are available in maturities of one week, one, three or six months, or one two or three years. Interest is paid on the maturity date except for deposits with maturities of two or three years where interest can be paid every quarter period. Deposits with maturities between one week and three months have a fixed rate of interest while deposits with maturities of six months and above have variable interest rates.
• Certificates of deposit with maturities between one month and one year are issued by commercial banks and are not permitted to be resold.
• Treasury bills (T-bills) worth at least PLN 100,000 are issued by National Bank of Poland on the Ministry of Finance’s behalf via regular auctions. They are popular with institutional investors. T-bills usually have maturities of 20-52 weeks.
• The NBP also issues its own bills via weekly auctions. NBP bills have maturities ranging between 1-7 days.
• Commercial paper with maturities between one week and one year is generally offered to domestic investors by companies in Poland.
• Money market funds are offered by some banks as part of their short-term investment product offerings.
• Repurchase agreements on T-bills are offered by Poland’s major banks, although they are seldom used.
• Bankers’ acceptance usage in Poland is negligible.
• Large companies and commercial banks issue bonds, which are listed on the Warsaw Stock Exchange.

Websites

Government website

• http://www.poland.gov.pl

Ministry of Finance

• http://www.mf.gov.pl

Ministry of Economy

• http://www.mg.gov.pl

Ministry of the Treasury

• http://www.msp.gov.pl