9% CIT after business reorganization – how to correctly determine the moment of applying the preferential rate?

Paweł Gorzelec
Jan 23
5 min read

Business restructurings have become an integral part of modern corporate development strategies in Poland. Among the available restructuring tools, contributions in kind of an enterprise or an organized part of an enterprise (OPE) play a particularly important role. They allow businesses to separate functional areas, reorganize operational structures and transfer selected activities to newly established entities.

At the same time, the 9% corporate income tax (CIT) rate remains one of the most significant tax instruments supporting the development of the SME sector. Combining these two mechanisms within a single restructuring process often generates serious interpretative doubts and increased tax risk.

A recent individual tax ruling issued by the Director of the National Tax Information Authority provides important clarification on how and when the 9% CIT rate may be applied following restructurings involving OPE contributions.

Latest tax ruling clarifies the application of the 9% CIT rate after OPE contributions

In an individual ruling dated 2 January 2026 (reference no. 0111-KDIB1-3.4010.769.2025.1.JG), the Director of the National Tax Information Authority addressed the conditions for applying the preferential 9% CIT rate following a restructuring based on a contribution in kind of an organized part of an enterprise.

The ruling resolves key doubts regarding the correct determination of the moment from which the preferential tax rate may be applied, particularly in the context of statutory anti-avoidance provisions.

Who is entitled to apply the 9% CIT rate? – key statutory conditions

The 9% CIT rate is not universally available. The legislator has significantly limited the group of taxpayers entitled to apply this preference and introduced safeguards aimed at preventing abusive tax planning.

In order to apply the 9% CIT rate, a taxpayer must meet all of the following conditions simultaneously:

1. Small taxpayer status

The taxpayer must qualify as a small taxpayer. This means that the value of revenue from sales (including VAT) generated in the preceding tax year must not exceed the PLN equivalent of EUR 2,000,000.

The conversion into PLN is made using the average exchange rate announced by the National Bank of Poland on the first business day of October of the preceding tax year, rounded to the nearest PLN 1,000.

2. Revenue limit in the current tax year

Equally important is compliance with the revenue threshold in the tax year for which the preferential rate is applied. The taxpayer’s revenue from sales (including VAT) must not exceed EUR 2,000,000 in the given tax year.

The conversion is performed using the average EUR exchange rate published by the National Bank of Poland on the first business day of the tax year, rounded to PLN 1,000.

3. Scope of taxable income

The 9% CIT rate applies exclusively to income other than capital gains.Income classified as capital gains remains subject to taxation at the standard 19% CIT rate, regardless of the taxpayer’s status.

4. Absence of restructuring exclusions

The CIT Act excludes the application of the 9% rate in certain restructuring scenarios, in particular where:

the taxpayer was established as a result of a transformation, merger or division, or
an enterprise or an organized part of an enterprise with a value exceeding EUR 10,000 was contributed in kind to the newly established entity in the year of its incorporation or in the immediately following year.

In such cases, the legislator introduced a statutory waiting period during which the preferential rate cannot be applied.

5. Continuous fulfilment of conditions

The conditions for applying the 9% CIT rate must be met not only at the beginning of the tax year, but throughout its entire duration.Exceeding the revenue thresholds during the year results in the immediate loss of the right to apply the preferential rate in that tax year.

Practical restructuring scenario – facts of the case

The ruling concerned a limited partnership that became a CIT taxpayer and was established in 2024. Its ownership structure consisted of a limited liability company acting as a limited partner and an individual acting as the general partner.

In 2025 (the second year of its activity), the general partner contributed an organized part of an enterprise to the partnership in kind. The value of the OPE exceeded the EUR 10,000 threshold specified in the CIT Act.

At the same time, the partnership confirmed that:

its revenue for the tax year ending on 31 December 2024 did not exceed the EUR 2,000,000 threshold, and
its revenue in 2025 also did not exceed and was not expected to exceed the same limit.

The company asked whether it would be entitled to apply the 9% CIT rate starting from 2026, i.e. from the third year of its activity.

Tax waiting period as an anti-avoidance mechanism

The CIT Act introduces a specific anti-avoidance mechanism in the form of a two-year waiting period. If an enterprise or an organized part of an enterprise with a value exceeding EUR 10,000 is contributed in kind to a newly established entity in the year of its incorporation or the immediately following year, the taxpayer is excluded from applying the 9% CIT rate for those two years.

Importantly, this mechanism does not prohibit restructurings as such. Its purpose is to prevent the immediate transfer of an existing business into a new entity solely in order to benefit from a reduced tax rate.

Correct determination of tax years – a decisive factor

The decisive factor in the analysed case was the correct identification of the company’s tax years:

2024 – first tax year of the company,
2025 – second tax year, covered by the statutory waiting period,
2026 – first year in which the company may apply the 9% CIT rate, provided that all remaining conditions continue to be met.

Incorrect determination of tax years remains one of the most common sources of disputes with tax authorities in similar restructuring cases.

Practical conclusions for businesses

The ruling has significant systemic importance. It confirms that contributing an organized part of an enterprise does not eliminate the right to the 9% CIT rate, but merely defers its application in time.

This provides taxpayers with a clear framework for safe restructuring planning – provided that the process is properly designed from a tax perspective.

In practice, this requires careful mapping of:

the date of incorporation of the company,
the length of the first tax year,
the moment of the OPE contribution,
the interaction of these elements with the statutory waiting period.

Restructuring remains a legitimate and rational business tool, but it requires long-term and well-informed tax planning to ensure full compliance and minimise tax risk.