A loan to a company from its shareholder (or a member of the board) is one way of quickly replenishing working capital. Such a loan is also a convenient form of financing the company’s development. Our article outlines the key terms of such a loan.

Grounds for granting a loan.

A loan to a limited liability company provided by a shareholder or a board member allows the company to obtain financial resources without having to apply for funding from a banking or credit institution. In turn, this helps to avoid unfavourable financing terms. This is particularly important for newly established companies, which, due to their short history, are viewed by banks as less reliable borrowers.

Furthermore, a loan from a company shareholder is a quicker way to replenish working capital, as well as an opportunity to finance the company’s development without being constrained by the limits of bank loans.

Loan agreement.

A loan from a founder (member) of a limited liability company must be in writing if the loan amount exceeds PLN 1,000.

The agreement must specify the parties’ details, the amount, the purpose, the repayment terms, the interest rate and the parties’ liability for failure to fulfil their obligations under the agreement.

Signing the loan agreement.

If the lender is a member of the management board, the agreement must be signed on behalf of the company by an authorised representative appointed by a resolution of the shareholders’ meeting.

If a shareholder grants a loan to the company, the agreement must be signed on behalf of the company by persons authorised to represent it in accordance with the provisions of the National Court Register.

Where the sole shareholder is also the sole member of the management board, the loan agreement between that shareholder and the company they represent must be drawn up in the form of a notarial deed.

Loans and the Stamp Duty (PCC).

Loans from shareholders of a limited liability company are exempt from the 0.5% Stamp Duty.

The exemption does not apply if the loan is provided to the company by a director who is not a shareholder. In such a situation, the general rules apply. The loan is subject to tax at a rate of 0.5% of the amount or value of the loan.

The calculation of the stamp duty must be made in the PCC-3 return. The PCC-3 return must be submitted, together with payment of the tax, to the tax office within 14 days of the date on which the tax liability arises. The tax liability arises at the time of each payment of funds, if the loan agreement provides that payments will be made on multiple occasions and the total amount is unknown at the time the agreement is concluded.

Interest under a loan agreement.

A loan may be interest-bearing or interest-free.

The interest rate must not differ significantly from the market interest rate.

Income tax (CIT/PIT).

The loan amount does not constitute income for the company.

Interest is subject to taxation: for a company shareholder, it constitutes income, whilst for the company, it constitutes an expense.

The tax liability on the said interest arises at the time of payment or when the payment becomes due. If the loan is repaid in instalments together with interest, the tax liability arises at the time each subsequent interest payment is received.

Value Added Tax (VAT).

The granting of a loan is exempt from VAT.

A loan granted to a limited liability company by a shareholder or a member of the board of directors is not subject to VAT if the lender is a natural person who is not a VAT payer.

Where both parties are VAT payers (whether active or exempt), the granting of the loan is subject to VAT as a financial intermediation service.

Safe Harbour Rules.

Under these rules, certain conditions must be met to avoid the need for transfer pricing documentation, including:

• the loan is granted under a contract,
• there are no additional fees or premiums for granting the loan,
• the loan is granted for a term not exceeding 5 years,
• the interest rate is based on a base rate (e.g. WIBOR 3M or WIRON 3M) with a margin of between 2.0 and 2.6 percentage points. The lender must apply a margin of at least 2.0 percentage points, and the borrower a margin of no more than 2.6 percentage points. These conditions apply in 2026.

Obligations following repayment of the loan together with interest.

If the lender is a natural person – a shareholder (board member) – the company must prepare a PIT-8AR form for the lender (withholding tax on the interest amount). If repayment took place in 2026, this document must be drawn up and submitted to the Tax Office by 31 January 2027.