Sp. z o.o. loan to a shareholder 2026: consents, PCC, Estonian CIT

A Polish sp. z o.o. may lend money to its shareholder, and under standard CIT neither paying out nor getting back the loan changes the company's income; only the interest is taxed. If the shareholder sits on the management board, the agreement needs the consent of the shareholders' meeting (art. 15 § 1 KSH), and if the sole shareholder is the sole board member, it also needs a notarial deed (art. 210 § 2 KSH). Under Estonian CIT the full amount of a loan to a shareholder is a hidden profit taxed at a 10% or 20% lump sum (art. 28m ust. 3 pkt 1 of the CIT Act).

Law as of 12 November 2026.

This guide covers a loan in złoty from a sp. z o.o. to a shareholder who is a natural person. The other direction, money from the shareholder to the company, is covered in our guide to a shareholder loan to a sp. z o.o..

A loan is not a profit payout

A loan is a debt. The shareholder receives the money as owner and must return the same amount (art. 720 § 1 of the Civil Code, Kodeks cywilny, KC). So a loan does not replace a dividend or a salary, and the company should have a real prospect of being repaid.

The other ways to take money out of a company and their taxes are compared in our guide on how to take money out of a sp. z o.o..

Consents and the form of the agreement

Check four rules of the Commercial Companies Code (Kodeks spółek handlowych, KSH). Each covers a different situation.

With share capital of 5 000 zł, the minimum under art. 154 § 1 KSH, the art. 230 KSH resolution is needed for any loan above 10 000 zł unless the articles exclude it. In a single-shareholder company the sole shareholder adopts the resolutions (art. 156 KSH), and the shareholder's statements to the company must be in writing or they are void (art. 173 § 1 KSH).

A shareholder who is not on the management or supervisory board and is not a prokurent needs no art. 15 KSH consent. The articles of association may still require one. A loan above 1 000 zł needs at least documentary form (art. 720 § 2 KC).

What to put in the agreement

1. Parties and representation: who signs for the company and on what basis (resolution, attorney, notarial deed).
2. Amount and payout: the amount, the shareholder's account, the transfer date.
3. Interest: the annual rate, how it is calculated and when it is paid.
4. Repayment: a date or instalments. Without a date, the shareholder must repay within six weeks of notice from the company (art. 723 KC).
5. Security: for example a promissory note or a guarantee if the amount is large.

Contractual interest may not exceed twice the statutory interest a year (art. 359 § 2¹ KC). Statutory interest is the NBP reference rate plus 3.5 percentage points (art. 359 § 2 KC). With the reference rate at 3.75% (since 5 March 2026), statutory interest is 7.25% and maximum interest is 14.50%.

Interest and transfer pricing

A shareholder with at least 25% of the shares and the company are related parties (art. 11a ust. 1 pkt 4 and ust. 2 of the CIT Act). Their transactions should be on market terms; otherwise the tax office may determine the company's income without those terms (art. 11c of the CIT Act).

Local transfer pricing documentation is only required for a financial transaction above 10 000 000 zł a year (art. 11k ust. 2 pkt 2 of the CIT Act). No documentation duty does not mean market terms stop applying.

Art. 11g of the CIT Act gives a safe harbour. The tax office does not challenge the interest rate if all of these hold:

• the rate is based on the base rate and margin in the Minister of Finance notice in force on the contract date;
• there are no fees or commissions besides interest;
• the loan runs for no more than 5 years;
• loans with related parties do not exceed 20 000 000 zł in total in the year.

An interest-free loan, or one below market interest, is an unpaid or partly paid benefit for the shareholder. It is valued at market prices and is the shareholder's income for PIT (art. 11 ust. 1, 2a pkt 4 and 2b of the PIT Act).

PCC: who pays and when it is 0 zł

A loan agreement is subject to the tax on civil law transactions (PCC) (art. 1 ust. 1 pkt 1 lit. b of the PCC Act). The rate is 0.5% of the loan (art. 7 ust. 1 pkt 4), and the borrower pays it (art. 4 pkt 7), so the shareholder pays. The PCC-3 return is filed and the tax paid within 14 days of the agreement (art. 10 ust. 1).

The exemption for a shareholder's loan does not work the other way. Art. 9 pkt 10 lit. i of the PCC Act only exempts a loan that a shareholder gives to a capital company.

There is no PCC in two cases:

• the loan is no more than 1 000 zł (art. 9 pkt 10 lit. d of the PCC Act);
• the company lends as a VAT taxpayer and the loan is a VAT-exempt service (art. 43 ust. 1 pkt 38 of the VAT Act); then the agreement is outside PCC (art. 2 pkt 4 lit. b of the PCC Act).

Whether a one-off loan to a shareholder is an act of the company as a VAT taxpayer depends on the facts. Settle it with your accountant before signing. If PCC was due and unpaid, and the shareholder relies on the loan before the tax office during an audit or proceedings, the rate is 20% (art. 7 ust. 5 pkt 1 of the PCC Act).

Tax in the company: standard CIT and Estonian CIT

Standard CIT. A loan paid out and repaid is not company revenue (art. 12 ust. 4 pkt 1 of the CIT Act). Interest is revenue only when the company receives it; accrued but unpaid interest is not revenue (art. 12 ust. 4 pkt 2).

Estonian CIT. The amount of a loan the company grants to a shareholder or a related party is listed outright as a hidden profit (ukryty zysk) (art. 28m ust. 3 pkt 1 of the CIT Act). The lump sum is 10% for a small taxpayer and a company starting business, 20% for others (art. 28o ust. 1). The company pays it by the 20th of the month after the payout (art. 28t ust. 1 pkt 4). The Act provides no refund of this lump sum when the shareholder repays. The lump-sum rules are explained in our guide to Estonian CIT.

Example: 40 000 zł for the sole shareholder and director

Anna holds 100% of a company with 5 000 zł share capital and is its only board member. On 15 December 2026 the company lends her 40 000 zł for 12 months at 8% a year. The 8% is an assumption for the example, not a calculated market rate.

Step by step:

1. As sole shareholder, Anna adopts the art. 230 KSH resolution and gives the art. 15 § 1 KSH consent, in writing.
2. She signs the loan agreement before a notary, because she is the sole shareholder and the sole board member (art. 210 § 2 KSH).
3. The company transfers 40 000 zł to Anna's account with the agreement number in the payment title.
4. Anna checks with the accountant whether the loan is VAT-exempt; if not, she files PCC-3 and pays 200 zł by 29 December 2026.
5. Under standard CIT the company books 3 200 zł of revenue when it receives the interest. Under Estonian CIT it pays the lump sum on 40 000 zł by 20 January 2027.

Under standard CIT the loan costs the company at most 608 zł of tax on the interest. Under Estonian CIT the same loan costs 4 000 zł or 8 000 zł of lump sum at once. That is why companies on the lump sum usually choose a dividend or a salary instead of a loan.

Documents for your accountant

Give your accountant the agreement, the resolutions, the notarial deed, the transfer confirmation, the repayment schedule and the PCC-3 confirmation or a note why PCC was not due. Mark each repayment with the agreement number and split principal from interest. The loan balance at year end goes into the financial statements as a receivable from the shareholder.

How Norman helps

Norman keeps the books of a sp. z o.o. in Poland: it sends the company's invoices to KSeF, pulls in purchase invoices and matches bank payments to documents, including loan transfers and repayments from the shareholder. Full books come with Pro for 49 zł a month, net; CIT-8, VAT and JPK_V7, which Norman prepares for your approval, and the year-end close come with Max for 119 zł. Check whether Estonian CIT pays off for your company for free and without an account in the Estonian CIT calculator, and read more about Norman on the home page.

Frequently asked questions

Can a Polish sp. z o.o. lend money to its shareholder?

Yes. A board member needs the consent of the shareholders' meeting (art. 15 § 1 KSH), and a sole shareholder who is the sole board member signs the agreement as a notarial deed (art. 210 § 2 KSH).

Who pays PCC on a company loan to a shareholder?

The shareholder as borrower: 0.5% of the amount, with a PCC-3 return within 14 days. There is no PCC if the loan is no more than 1 000 zł or is a VAT-exempt service of the company.

Can a loan to a shareholder be interest-free?

It can, but the shareholder then has income from an unpaid benefit equal to market interest (art. 11 ust. 1 and 2a pkt 4 of the PIT Act). With a shareholder holding at least 25%, the terms should be at market level (art. 11c of the CIT Act).

Is a loan to a shareholder a hidden profit under Estonian CIT?

Yes. Art. 28m ust. 3 pkt 1 of the CIT Act names the amount of such a loan outright. The company pays a 10% or 20% lump sum on it by the 20th of the next month.

What is the maximum interest in a loan agreement?

Twice the statutory interest a year (art. 359 § 2¹ KC). With the NBP reference rate at 3.75%, that is 14.50% a year.