# A shareholder loan to your Polish sp. z o.o.: before you transfer
Source: https://norman.finance/pl/en/blog/shareholder-loan-to-sp-z-o-o-poland
Author: Norman
Published: 2026-11-12
Updated: 2026-11-12

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**A shareholder loan puts money into a Polish sp. z o.o. on terms requiring the company to repay it.** Before transferring funds, agree the terms, check approvals and representation, sign in the required legal form and arrange how interest will be handled. The loan is exempt from PCC, Poland's tax on civil law transactions, but that exemption does not replace documentation or CIT analysis.

This guide covers a registered Polish sp. z o.o. borrowing Polish zloty from its shareholder. It does not cover the company lending money to its owner. The main example assumes ordinary CIT and an individual lender who is a Polish tax resident, lending outside a business activity. The legal position was checked on 12 November 2026.

## When is a shareholder payment a loan?

A loan creates an obligation to repay an agreed amount. A transfer labelled “account top-up” does not adequately explain why the company received money. First decide whether it is repayable financing, an additional shareholder contribution known as a *dopłata*, or an increase in registered share capital. These are different transactions with separate formalities.

If you expect a specific amount back on an agreed date, prepare loan terms. If the aim is to strengthen equity permanently or cover losses, discuss other funding methods with your accountant. A loan increases cash but also creates a repayment liability; it does not become sales revenue or a new share.

Compare upcoming invoices, wages and taxes with expected receipts before choosing the amount. Our guide to [monthly sp. z o.o. costs](/pl/en/blog/how-much-does-a-sp-z-o-o-cost-per-month) can help you organise that budget. Base the repayment date on realistic cash flow as well as the shareholder's needs.

## What should the agreement say before funds move?

Under [Article 720(2) of the Polish Civil Code](https://eli.gov.pl/api/acts/DU/2026/795/text/T/D20260795L.pdf), a loan exceeding PLN 1,000 requires documentary form, or *forma dokumentowa*. This is a distinct Polish legal concept, not the same as written form. In practice, a clear agreement signed by the appropriate people makes later reconciliation easier. Check special requirements, including a notarial deed, separately.

Include at least these points:

1. **Parties and roles:** identify the shareholder as lender, the company as borrower and the company's representative.
2. **Amount and payment:** specify the currency, company account, transfer date and any instalments of funding.
3. **Interest:** state the rate or explicitly agree no interest, with the calculation method and payment dates.
4. **Repayment:** set the date, instalments, shareholder account and early repayment terms.
5. **Changes:** explain how extensions, rate changes and revised schedules will be documented.

For a variable rate, identify the benchmark, margin and reset date. For a fixed rate, specify how days are counted. “Interest like a bank charges” is insufficient for reproducible calculations. Keep a business explanation for the financing amount and duration too.

## Who signs, and which approvals are needed?

Check transaction approval, representation and legal form as separate issues. A shareholder who is not on the management board signs as lender. The company signs through the person authorised under its applicable representation rules.

If the shareholder is a management board member, [Article 15(1) of the Commercial Companies Code, or KSH](https://eli.gov.pl/api/acts/DU/2024/18/text/U/D20240018Lj.pdf), requires shareholder meeting approval for a loan agreement with that person. Article 210(1) also requires the company to be represented by its supervisory board or a representative appointed by a shareholders meeting resolution. Approving the loan and appointing the representative serve different purposes.

Where the sole shareholder is also the sole board member, Article 210(2) requires a notarial deed. Paragraph 3 contains an exception for a transaction using a template provided in the relevant IT system. Signing an ordinary document online does not itself qualify for this exception.

Check the articles of association and Article 230 KSH as well. An obligation exceeding twice the registered share capital requires a shareholder resolution unless the articles provide otherwise. Article 230 excludes the application of Article 17(1), so missing approvals should not all be treated identically. See our guide to [who can sign contracts for a sp. z o.o.](/pl/en/blog/who-can-sign-contracts-sp-z-o-o-poland) for the wider process.

## Do you pay PCC or file PCC-3?

**A loan made to a sp. z o.o. by its shareholder is exempt from PCC.** The basis is [Article 9 point 10(i) of the PCC Act](https://eli.gov.pl/api/acts/DU/2026/191/text/U/D20260191Lj.pdf), also listed in the [Finance Ministry's exemptions guidance](https://podatki.gov.pl/podatki-osobiste/pcc/ulgi-i-zwolnienia). The company does not pay PCC or file PCC-3 for this exempt loan.

Keep evidence that the lender is a shareholder. Do not automatically extend this treatment to a prospective shareholder, a shareholder's spouse or another person. Nor should the rule for a sp. z o.o. be transferred to Polish partnerships. A loan from a non-shareholder needs a separate PCC assessment, including any applicable exclusions or exemptions.

This exemption is distinct from conditional exemptions for family loans. Family relationships between owners do not make the company a family member of the lender. The recipient remains a separate company.

## How should you approach interest and CIT?

For the ordinary PLN loan described here, the principal received is not taxable income of the company and repaying it is not a tax-deductible expense. The rules are in [Article 12(4)(1) and Article 16(1)(10)(a) of the CIT Act](https://eli.gov.pl/api/acts/DU/2026/554/text/U/D20260554Lj.pdf). Consider interest separately from principal.

An interest-free loan is possible, but under ordinary CIT the free use of capital generally creates taxable income from a gratuitous benefit under Article 12(1)(2). No interest payment does not automatically mean no tax consequences. Valuing that benefit requires reference to market terms.

Where the parties meet the statutory related-party definition, Article 11c requires arm's-length terms. Ask your accountant whether transfer pricing documentation or TPR reporting applies; not every small loan triggers all these obligations. Do not choose an arbitrary interest rate simply because it appears in an online template.

Paid interest may be deductible subject to the applicable conditions and restrictions. Merely accruing unpaid interest is insufficient under Article 16(1)(11). For [Estonian CIT in Poland](/pl/en/blog/estonian-cit-in-poland), assess hidden profits separately: Article 28m(3)(1) includes interest and charges on financing provided to the company by its shareholder. Ordinary CIT treatment does not describe this separate regime.

## Example: PLN 30,000 to buy inventory

Assume a shareholder lends the company PLN 30,000, repayable after three months. Solely to illustrate the calculation, the agreement uses 6% annual interest and three twelfths of a year. **That rate is an example assumption, not a recommendation or a verified market rate.**

Gross interest is PLN 30,000 × 6% × 3/12 = PLN 450. A real agreement may use a different period calculation. Complete the approval, representation and tax checks described above before entering the transaction.

| Payment component | Amount in this example |
| --- | --- |
| Principal advanced and repaid | PLN 30,000 |
| Gross interest | PLN 450 |
| PIT withheld from interest at 19% | PLN 85.50 |
| Net interest paid to the shareholder | PLN 364.50 |

Under the assumptions stated at the start, the company withholds 19% PIT from the interest. The basis is [Article 30a(1)(1) and Article 41(4) of the PIT Act](https://eli.gov.pl/api/acts/DU/2026/592/text/U/D20260592Lj.pdf). Handle principal repayment separately. Before payment, agree withholding, tax remittance and the return with accounting. A lender carrying on a lending business, a corporate lender or a non-resident requires a different analysis.

## How should the transfer and repayment be recorded?

Send the funds to the company's account with a clear reference, for example “Loan, agreement dated 12 November 2026, tranche 1”. Use the actual agreement date and identifier. Keep the transfer confirmation and bank statement to connect the receipt with the contract. Do not create a sales invoice solely to explain receipt of loan principal.

Put principal and interest due dates in the payment calendar. Identify the agreement when repaying and separate principal from interest in the accounting schedule. If you need an extension, agree and document it rather than leaving an overdue balance unexplained. Where no repayment date is specified, Article 723 of the Civil Code requires repayment within six weeks after the lender gives notice terminating the loan.

## Which documents should accounting receive?

Prepare one package: the agreement and amendments, required resolutions, representative's authority or notarial deed, evidence of shareholder status, bank statement showing receipt and the principal and interest schedule. Include the lender's status and tax residency information needed for tax treatment. After each repayment, update the principal balance, gross interest, tax withheld and amount paid.

This separates financing from revenue and explains the outstanding liability at month-end. Explore Norman's [accounting for Polish limited companies](/pl/en/limited-company-accounting) for company accounting services. Confirm the specific loan terms and legal and tax obligations before signing with your accountant and, where special representation applies, a Polish lawyer or notary.