On 9 July 2025, GWW lawyers, tax advisor Artur Bubrowiecki and attorney Kamil Szczęsny, represented a GWW client in a hearing before the Supreme Administrative Court in case no. II FSK 1425/24, brought by the Director of the Tax Administration Chamber in Warsaw against the judgment of the Provincial Administrative Court in Warsaw of 5 June 2024 (case no. III SA/Wa 907/24), concerning the refusal to confirm an overpayment of corporate income tax for 2022.
It should be noted at the outset that the Provincial Administrative Court in Warsaw, in its judgment favourable to GWW’s client, indicated, first of all, that an analysis of the conditions for obtaining the status of a Polish holding company shows that the requirement to obtain information on the status of all dispersed shareholders (stockholders), including entities listed on stock exchanges and, indirectly, natural persons, the applicant (GWW’s client) was imposed obligations that were impossible to fulfil. The court emphasised that the provisions cannot therefore be interpreted in such a way as to impose impossible obligations on the beneficiary (such action would directly violate the principle of trust in the state and the law expressed in Article 2 of the Polish Constitution).
The Supreme Administrative Court, in its judgment (ref. no. II FSK 1425/24), the first, as it seems, in this type of case, dismissed the cassation appeal of the tax authority, stating that the client of GWW in this particular case (this should be emphasised, as the Supreme Administrative Court also did so at least twice in the oral grounds for its decision) had, in its opinion, taken all possible measures (which the Court listed verbatim during the hearing) to identify potential indirect shareholders from territories or countries excluding the application of the holding exemption referred to in Article 24m(1)(2)(e) in conjunction with Article 24o of the CIT Act.
In the opinion of the Supreme Administrative Court, the Company exercised due diligence in applying the regulations in question and it was unreasonable (as argued by the tax authorities of both instances) to expect GWW’s client to perform other obligations which it could not objectively perform.
The Supreme Administrative Court generally supports the literal interpretation of the provisions, considering it to be correct. Nevertheless, as the representatives of GWW’s client rightly pointed out in the case in question, there are situations in which a thorough examination of the shareholder structure, especially in the case of listed companies or difficulties in identifying natural persons, is impossible or excessively difficult. In such exceptional circumstances, in order to ensure the fair and effective application of the law, it becomes necessary, as in the present case, to deviate from a strict literal interpretation in favour of a purposive interpretation. This allows the result intended by the legislator to be achieved.
Thus, the Supreme Administrative Court confirmed that what is crucial is the real scope of the taxpayer’s ability to act, and not the formal fulfilment of conditions which are objectively impossible to meet.
The case was handled for GWW’s client by GWW partner, tax advisor Mariusz Tkaczyk, tax advisor Artur Bubrowiecki and attorney Kamil Szczęsny.
