Tax Scheme Reporting (MDR)

MDR, or Mandatory Disclosure Rules, is a set of regulations requiring certain information about arrangements that meet the statutory characteristics of a tax arrangement to be reported to the Head of the National Revenue Administration (KAS). It is not an additional tax, but rather a reporting and compliance obligation. The Polish MDR regulations are primarily contained in Chapter 11a of Section III of the Tax Ordinance Act. The Ministry of Finance emphasizes that MDR information is used, among other things, to identify risks within the tax system and to enable a faster response to certain tax planning mechanisms.

As of 1 October 2026, the Polish MDR regime will be significantly aligned with the EU DAC6 model. In principle, only cross-border arrangements meeting the relevant hallmarks will be reportable.

Od 1 października 2026 r. MDR zostaje znacząco zbliżone do unijnego modelu DAC6: raportowane będą co do zasady wyłącznie uzgodnienia transgraniczne spełniające odpowiednie cechy rozpoznawcze.

No. This is one of the most common misconceptions regarding MDR. The mere fact that an arrangement qualifies as a tax arrangement does not mean that it is illegal, artificial, or subject to the General Anti-Avoidance Rule (GAAR). Even ordinary, commercially justified business activities may meet the statutory definition of a tax arrangement. The Ministry of Finance expressly states that reporting a tax arrangement is often merely an informational obligation.

On the other hand, the absence of any action by the Head of KAS following an MDR filing does not constitute approval of the arrangement or its tax consequences. Tax authorities may subsequently challenge the tax treatment based on the applicable substantive tax law provisions.

The changes are systemic rather than cosmetic. The most important elements of the reform are as follows:

• First, purely domestic tax arrangements will be removed from the definition of a tax arrangement, leaving only cross-border arrangements within scope.
• Second, MDR provisions will no longer apply to VAT and excise duty.
• Third, the separate category of “other specific hallmarks” and the qualified taxpayer criterion will be abolished.
• Fourth, the separate role of the “supporting entity” will be eliminated, and some entities previously classified as supporting entities will fall within the expanded definition of a promoter.
• Fifth, the statutory obligation to maintain an internal MDR procedure, together with the related specific penalty of up to PLN 2 million / PLN 10 million, will be repealed.

This list is not exhaustive, but it covers the key practical changes..

Generally, no. The new definition of a tax arrangement will cover a reportable cross-border arrangement possessing a general or specific hallmark. As a result, Poland’s extension of DAC6 to purely domestic arrangements will be removed.

This will have major practical significance. Projects that currently require MDR analysis solely because they may constitute a domestic arrangement will, in many cases, fall outside the reporting scope after 1 October 2026. Nevertheless, it remains advisable to retain documentation of previous analyses and properly close any obligations arising under the current regulations, as the legislation contains dedicated transitional provisions.

No. The new Article 86a §1 of the Tax Ordinance Act expressly excludes value added tax (including Polish VAT) and excise duty from the MDR framework.

The new catalogue includes, among others:

• confidentiality obligations concerning the method of obtaining a tax benefit;
• promoter remuneration based on a success fee;
• substantially standardized documentation or arrangement structures;
• certain uses of loss-making companies or businesses;
• reclassification of income resulting in lower taxation;
• circular movement of funds; and
• certain cross-border payments between related parties to jurisdictions with very low or zero taxation, or payments benefiting from exemptions or preferential tax regimes.

Each of these general hallmarks operates together with the main benefit test.

In practice, it is therefore not sufficient to simply identify “unusual transactions.” As is currently the case, it is necessary to assess the structure of the project, its tax effects, documentation, adviser remuneration arrangements, and underlying commercial rationale.

MDR analysis may be required, among other things, in connection with:

• restructurings and corporate reorganizations;
• changes in financing structures;
• loans and debt-to-equity conversions;
• cross-border payments;
• transactions with related parties;
• changes to remuneration policies;
• transfers of assets or intangible property;
• the use of certain transfer pricing simplifications;
• advisory agreements involving success fees; and
• projects using standardized documentation.

However, none of these events automatically constitutes a tax arrangement. The statutory hallmark test and, where relevant, the main benefit test must always be performed.

Until 30 September 2026, a promoter is an entity that designs, offers, makes available, implements, or manages the implementation of an arrangement. Typical examples include tax advisers, lawyers, and financial institutions, although the definition is not limited to professional advisers.

From 1 October 2026, the definition will be broader. A promoter will include not only the traditional designer or organizer of an arrangement, but also an entity that, taking into account the required standard of care, the professional nature of its business, its expertise, and the activities performed, knows or should know that it has undertaken activities supporting a tax arrangement. As a result, a significant proportion of current supporting entities will be reclassified as promoters.

Do 30 września 2026 r. wspomagający jest trzecią, odrębną rolą MDR. Może nim być np. księgowy, biegły rewident, notariusz, bank, dyrektor finansowy albo inny podmiot zapewniający pomoc, wsparcie lub porady dotyczące tworzenia lub wdrażania uzgodnienia, jeżeli przy wymaganej staranności wie lub powinien wiedzieć, że uczestniczy w takim procesie.

Od 1 października 2026 r. odrębna kategoria wspomagającego znika, natomiast odpowiednia część takich podmiotów zostanie objęta rozszerzoną definicją promotora. Przepis przejściowy wprost przewiduje, że dotychczasowy wspomagający, który według nowych kryteriów staje się promotorem, ma wykonywać obowiązki promotora.

Until 30 September 2026, the standard deadline for a promoter is 30 days, counted from the earliest statutory triggering event, such as making the arrangement available, preparing it for implementation, or carrying out the first implementation-related activity. Equivalent 30-day periods also apply to users where the reporting obligation shifts to them.

From 1 October 2026, the basic 30-day deadline remains unchanged. A new element is the deadline applicable to a promoter performing functions equivalent to today’s supporting entity: 30 days from the day following the provision of assistance, support, or advice relating to relevant arrangement activities.

After 1 October 2026, the obligation to maintain an MDR procedure will be abolished. This does not necessarily mean that such procedures will disappear in practice. They will likely remain, and are generally recommended, for entities most exposed to reportable tax arrangements, similarly to voluntary due diligence procedures in areas such as withholding tax (WHT) or VAT.

Failure to submit required MDR information, or submitting it after the deadline, may result in a fine of up to 720 daily penalty units under Article 80f of the Fiscal Penal Code.

From 1 October 2026, this maximum sanction will continue to apply to:

·         primary MDR reports,

·         standardized arrangement reports, and

·         user reports concerning the implementation of arrangements.

However, this does not automatically translate into “fines of tens of millions of zlotys.” The figure of 720 daily penalty units represents the statutory upper limit. In fiscal criminal proceedings, both the number of units and the value of each unit are determined based on the offender’s circumstances. Therefore, it is generally more accurate to refer to penalties of “up to 720 daily penalty units” and explain the mechanism rather than presenting the theoretical maximum amount as a typical sanction.

Separately, until 30 September 2026, breaches of the mandatory MDR procedure requirements under Article 86m may result in an administrative monetary penalty of up to PLN 2 million, or in specific circumstances, up to PLN 10 million following the final conviction of a designated promoter.

From 1 October 2026, the PLN 2 million / PLN 10 million penalties associated with Articles 86l-86m will be abolished together with those provisions. Criminal fiscal liability for non-compliance with reporting obligations will remain in place.

In practice, companies should consider taking the following steps before that date:

• review open and potentially overdue obligations under the current rules;
• distinguish between domestic and cross-border arrangements;
• organize NSP registers and evidence of reporting performed by group companies or advisers;
• identify transitional obligations relating to MDR-3 and arrangement use reporting;
• replace mandatory MDR procedures with voluntary policies focused on cross-border arrangements;
• remove VAT, excise duty, and “other specific hallmarks” from future assessment frameworks;
• redesign roles from the current promoter-user-supporting entity model to the new promoter-user model;
• implement updated professional secrecy and 7-day declaration processes;
• train employees and update tools, questionnaires, and compliance systems.

Particular attention should be paid to the transitional provisions. Among other things, the legislation regulates the situation of existing supporting entities that become promoters as of 1 October 2026, the transition to the new arrangement use reporting rules, and relief from further reporting obligations for previously reported domestic arrangements.

Entities that, following such a review, identify no active tax arrangements and no risk of future arrangements may consider withdrawing their internal MDR procedures. However, for entities with a high exposure to tax arrangements, retaining such procedures remains advisable.