WH-OSC before a Polish dividend payment: deadlines, signatures and board documentation

WH-OSC allows a withholding-tax preference in specified circumstances despite exceeding the pay-and-refund threshold. The board nevertheless confirms concrete findings made by the payer. Before signing, establish the taxpayer, payments attributable to that entity and the documents supporting an exemption or reduced rate.

Check the regulation before preparing WH-OSC. A payment above PLN 2 million does not invariably require this statement to retain a tax preference. A specific exclusion may already apply because of the payment type or payment arrangements. Establish its scope before deciding whether WH-OSC, an opinion on the application of preferences or collection under pay and refund is relevant.

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When the PLN 2 million threshold matters

Article 26(2e) links pay and refund to specified payments under Article 21(1)(1) and Article 22(1) to a related non-Polish-resident taxpayer. Within that scope, the limit is PLN 2 million for the same taxpayer during the payer’s tax year. The mechanism concerns the excess; applicable exclusions and special arrangements also need checking.

This is not a universal limit on all foreign services, nor a separate limit for each contract. Where relevant, interest and dividends attributable to the same taxpayer must be combined. A payer with a non-calendar tax year must maintain the register for that year, not automatically January–December.

Identifying the recipient and taxpayer can be difficult where payments pass through an intermediary or cash pool. The bank-account holder’s name does not always settle attribution for WHT. Payment records need contracts and allocation data as well.

Regulatory exclusions: when WH-OSC is unnecessary

The relevant instrument is the Polish Minister of Finance’s Regulation of 28 December 2022 on exclusion of the obligation to collect flat-rate corporate income tax, issued under Article 26(9) CIT. Its consolidated text appears in Dz.U. 2025, item 659. Despite its broad title, it excludes the Article 26(2e) collection mechanism; it does not create a general WHT exemption.

Section 2(1)(6) covers payments for using, or the right to use, industrial equipment, including means of transport, and commercial or scientific equipment. This exclusion has no sunset date in the regulation. Under Section 2(2), the taxpayer must have its registered office or management in a state with a Polish tax treaty covering dividends, interest and royalties; a legal basis for exchanging tax information is also necessary.

Section 4 retains the substantive conditions for relief. The payer must document entitlement to the relevant rate, exemption or non-collection and exercise Article 26(1) due diligence. Where a particular payment qualifies for the exclusion, WH-OSC is unnecessary to disapply pay and refund for that payment. Other payments to the same entity require their own review.

Section 2(1)(1)–(5) contains further exclusions, including specified Treasury, BGK and BFG bond interest or discount and certain recipients with special status. They cannot be extended to any bond or any foreign company. The former Regulation of 31 December 2018 was repealed from 1 January 2023; its old provision numbering is unsuitable for a current payment.

Securities accounts: extension through 2028

The temporary exclusion in Section 3 concerns the cases in Article 26(2c) CIT. These involve specified payments on securities recorded in securities accounts or omnibus accounts, made through the entities maintaining those accounts. The provision covers the specified interest and income under Article 7b(1)(1)(a), (b), (e) and (g). The payment arrangements therefore matter.

• Position on 31 October 2026: Section 3 covers payments through 31 December 2026. That date was introduced by the Regulation of 12 October 2025, Dz.U. item 1390, effective from 31 December 2025.
• Already promulgated amendment: the Regulation of 21 October 2026, Dz.U. item 1406, published on 26 October, extends the period through 31 December 2028. It takes effect on 31 December 2026. This is a promulgated rule with a later commencement date.

Renting equipment from a foreign company: when does the WH-OSC exclusion apply?

Renting trucks from a foreign shareholder: when is WH-OSC unnecessary?

A Polish road-transport company rented trucks from its Lithuanian sole shareholder. In the ruling of 28 March 2023, 0111-KDIB1-2.4010.37.2023.2.EJ, the Director of National Tax Information accepted both exemption where the conditions of Article 21(3)–(7), read with Article 26(1), were satisfied and exclusion of pay and refund above PLN 2 million under Section 2(1)(6).

The rental raised two questions: which substantive tax preference applied and whether crossing PLN 2 million triggered special collection. The CIT Act answered the exemption question; the regulation governed pay and refund. Keeping them separate explains why the collection exclusion does not itself set the tax rate.

These are two separate conclusions. Exemption followed from the Act and the stated fulfilment of its conditions; exclusion of the special collection mechanism followed from the regulation. The facts included beneficial ownership, a residence certificate, genuine business activity and due diligence. The two-year shareholding period was still to be completed, so Article 21(5) and the consequences of subsequent failure to meet that condition matter. A capital relationship alone does not establish exemption.

When discussing the draft regulation’s explanatory memorandum, the authority referred to the low risk of abuse as a reason for retaining this exclusion. Simpler collection arrangements nevertheless preserve the need to verify entitlement to relief.

Group support fees and industrial equipment: when does the WH-OSC exclusion apply?

The ruling of 24 November 2023, 0114-KDIP2-1.4010.539.2023.1.MW, concerned a Polish logistics company’s payments to a German entity under a general support agreement. Some supplies had already been classified as use of industrial equipment. The authority confirmed that WH-OSC was unnecessary for payments covered by Section 2(1)(6), provided the exclusion conditions were met.

The analysis started with part of the fee already classified as equipment use. KIS then addressed special collection and the declaration obligation. Split remuneration under a similar agreement into its components, so the regulation can be applied to the relevant payment and other services assessed on their own terms.

The authority expressly limited its assessment to the WH-OSC obligation. It did not reassess the entire service bundle’s classification or all exemption requirements. The practical lesson is to separate contractual components and examine their substance. The ruling does not classify every IT service, licence or cloud service as equipment use qualifying for exclusion.

Both rulings illustrate the authority’s reasoning in the stated cases. Protection under an individual ruling depends on its addressee, correspondence between actual and described facts, and the relevant law; it does not automatically extend to other businesses.

What the statement actually confirms

Article 26(7a) has two elements. The payer confirms possession of documents required for the rate, exemption or non-collection and, after the required verification, no knowledge of circumstances excluding the preference. A complete set of forms does not exhaust the second element.

Due diligence follows Article 26(1). Its scope must suit the nature and scale of business and the relationships involved. A residence certificate is important but does not replace other conditions. Dividend exemption requires examining Article 22(4) and further relevant provisions. Treaty relief requires reading the particular treaty and its conditions.

Do not automatically transfer every interest-related condition to every dividend, or treat one certificate as permission for any preference. The review should conclude on a particular payment and taxpayer. WH-OSC does not create an exemption; it enables use of a preference whose conditions must already be met.

Who signs and when the deadline falls

Under Article 26(7b), the statement is made by the head of the entity as defined in accounting legislation. For a multi-person governing body, a designated member makes it. Filing by an attorney is excluded. A power of attorney for the accounting office therefore does not, by itself, authorise it to sign instead of the proper board member.

Article 26(7c) sets the deadline at the last day of the second month following the threshold-crossing month. Filing after payment does not remove the duty to exercise diligence before payment. The form deadline and completion of verification are separate milestones.

Under Article 26(7f), subject to the conditions and paragraph 2j, the mechanism may remain inapplicable to further payments to the same taxpayer until the end of the tax year of filing. Paragraph 7g then requires a follow-up statement by the last day of the month after that year or the relevant paragraph 2j period ends, confirming conditions for later payments. WH-OSC is not an indefinite authorisation; the timetable must include follow-up.

Cash pooling and dividends to the same taxpayer: how is the WH-OSC limit calculated?

Cash pooling followed by a dividend: how is WH-OSC’s PLN 2 million threshold calculated?

The Director of National Tax Information’s ruling of 23 October 2025, 0111-KDIB1-2.4010.379.2025.1.ANK, examined cash-pooling interest and a later dividend. It was uncertain how much interest belonged to the particular group entity. The payer relied on aggregate payments above PLN 2 million in the system.

The threshold follows the particular taxpayer rather than the whole group. Allocate interest first, then add that taxpayer’s other payments within the relevant rules. This identifies the month of crossing. A taxpayer-by-taxpayer payment register should reconcile to cash-pooling records and the later dividend resolution.

The authority did not unconditionally accept that approach. A statement for a particular taxpayer required establishing whether that taxpayer’s payments crossed the threshold in the assumed month. Exceeding the group-wide total did not prove this. The applicant’s position was assessed as incorrect, although timing and the signatory were not the main obstacle.

The ruling does not establish that WH-OSC can never cover later dividends. Its narrower lesson is to prove a valid statement’s conditions for the correct taxpayer. An unallocated group register may be insufficient even when total payments are substantial.

Preparing the board’s decision material

The practical file should link residence and entitlement documents to the cash-flow analysis. The board needs a conclusion identifying the payment checked, verification result, information sources and unresolved questions. Saying “the taxpayer belongs to the group” does not meet the statutory analysis.

• Identify the exemption or treaty article and test every condition.
• Reconcile the relevant payment categories for one taxpayer within the payer’s tax year.
• Collect the residence certificate, contracts, structure information and actual verification evidence.
• Designate the authorised WH-OSC signatory and confirm electronic-signing readiness.
• Record threshold crossing, the form deadline and follow-up dates.
• Retain the analysis, submitted form and official receipt.

A material documentation gap should not be concealed by the form. Consider the legally available route, including collection and refund or an opinion on application of preferences under Article 26b, depending on the case. Another payer’s ruling helps explain risk but does not give the reader protection equivalent to their own ruling.

Record the legal basis for any exclusion. If no WH-OSC is filed because of the regulation, the review note should identify the specific section, payment type, treaty and information-exchange conditions, supporting relief documents and, for Section 3, the relevant period and payment arrangements. A bare “below threshold / not applicable” entry does not explain the payer’s decision.

Dividends, interest and look-through in WHT: which conditions does the NSA examine?

Dividends: do not add a condition absent from the provision

In its final judgment of 6 February 2026, II FSK 1150/25, the NSA quashed a WSA judgment and refusal to refund tax on a 2022 dividend. The examined CIT Article 22(4) contained no standalone beneficial-owner condition for the recipient. That condition could not be added by equating “receiving income” with Article 4a(29)’s definition. This differs materially from Article 21(3)(4) on interest and royalties.

The NSA also rejected automatically equating exemption of particular dividends in the recipient state with exemption of the entity’s entire income. It did not remove Article 22c’s anti-abuse test: the authority had to establish its specific conditions, rather than rely solely on a foreign holding company and relationships. WH-OSC documentation must identify the actual relief basis. Neither copy an interest-exemption checklist mechanically to dividends nor ignore abuse review.

Look-through cannot combine different companies’ attributes

In its final judgment of 8 July 2026, II FSK 80/26, the NSA dismissed an appeal concerning a 2023 overpayment. The structure included an assignment of dividend rights, which did not transfer the shares. Identifying the economic recipient through look-through did not replace the direct qualifying ownership/title requirements under Article 22(4)(3) and (4d). One entity could not borrow an intermediary’s attributes to fill its own missing condition or automatically satisfy ownership “cascading” through the chain.

Review ownership and assignment agreements before selecting an exemption. The judgment neither prohibits every look-through application nor decides every treaty preference. Identifying the economic beneficiary does not replace testing the chosen exemption’s conditions.

Interest: a certificate does not replace substantive entitlement

In its final judgment of 19 February 2026, II FSK 773/25, the NSA dismissed the payer’s appeal concerning interest paid in 2019. The formal recipient was not the beneficial owner, and subsequent entities failed the invoked preference conditions. The court examined financing and documentation as a whole, including another entity’s certificate supplied only on appeal. Here Article 21(3) expressly required beneficial ownership, unlike the dividend provision in the earlier case.

This is not a general statement that every later-issued certificate confirming earlier residence is ineffective. Other requirements and documents were also missing. For a current payment establish the taxpayer, entitlement and information available at the payer’s decision. Group forms alone do not establish who controls interest and bears economic risk.

Collection model: what effective WH-OSC changes

These judgments concern different facts and years. They neither extend WH-OSC deadlines nor replace the relevant regulation review. Separately justify the taxpayer’s identity, relief entitlement, supporting facts and basis for disapplying special collection.

Withholding tax above PLN 2 million: the CFO decision process

TLP can review the preference, threshold register and WH-OSC evidence before a material foreign payment.

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Briefly describe your business situation and the question you would like to resolve. We will agree the scope of the analysis and the documents needed in our reply.

Starting points for our discussion

• Identify the exemption or treaty article and test every condition.
• Reconcile the relevant payment categories for one taxpayer within the payer’s tax year.

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