A loan from a shareholder to an LLC is a legal and popular financing method. You usually don’t pay PCC (tax on civil law transactions), but you must correctly record the liability, interest, and any withholding tax (WHT). Below you’ll find a ready-made booking schema, a list of documents, and deadlines.
Is a loan from a shareholder in an LLC subject to PCC?
No. A loan granted to a capital company by its shareholder is exempt from PCC (art. 9(10)(i) of the PCC Act).
Legal basis
- Act on PCC – art. 1(3) (definitions of company agreement changes) and art. 9(10)(i) – isap.sejm.gov.pl, see specifically: art. 1(3) and art. 9(10)(i).
Practice
- No PCC means no PCC-3 declaration and no 0.5% payment.
- PCC may occur with loans to partnerships – this is a different structure (does not apply to LLCs).
How to record the loan in the accounting books?
Record the inflow of funds to the account and the liability towards the shareholder. Use “shareholder” analytics for the settlement accounts.
Example accounting entries (Polish chart of accounts – most common variant)
| Step | Event | Dr (Debit) | Cr (Credit) |
|---|---|---|---|
| 1 | Receipt of loan to bank account | 131 “Bank account” | 240 “Other settlements” (analytics: shareholder – loan) |
| 2 | Accrual of interest (monthly) | 751 “Financial costs” | 240 “Settlements for interest” |
| 3 | Payment of interest to shareholder (gross amount) | 240 “Settlements for interest” | 131 “Bank account” (net) + 229/225 “Public-law settlements” (WHT*) |
| 4 | Repayment of loan principal | 240 “Other settlements” | 131 “Bank account” |
* Select the account for WHT according to your adopted chart of accounts (e.g., 229 or 225).
Disclosures in the financial statements
- In the note on transactions with related parties, show the loan terms, balance, and interest (Accounting Act, e.g., art. 48) – isap.sejm.gov.pl.
How to settle interest for tax purposes in 2026?
Interest is a tax cost, but it is limited by art. 15c of the CIT Act (30% of EBITDA or the 3m PLN safe limit – you apply the more favorable one).
Legal basis
- CIT Act – art. 15c (debt financing costs) – isap.sejm.gov.pl.
Practical tips
- Accrue interest on an accrual basis. Interest up to the acceptance of a fixed asset increases the cost of its production; after acceptance – it’s a financial cost (Accounting Act) – isap.sejm.gov.pl.
- Establish a schedule and a market-rate margin to avoid violating transfer pricing regulations.
Is it necessary to withhold tax (WHT) on interest?
Yes, if you pay interest to a non-resident or an individual. The rate and procedure depend on the recipient’s status and the double taxation treaty (DTT).
Rates and bases
- Non-resident – legal entity: as a rule, 20% (art. 21(1)(1) CIT). Reduction/exemption possible under DTT upon meeting conditions (beneficial owner, certificate of residency) – isap.sejm.gov.pl, podatki.gov.pl.
- Individual (resident/non-resident): 19% flat-rate PIT on interest (art. 30a of the PIT Act) – isap.sejm.gov.pl.
WHT limits and procedures
- “Pay & refund” mechanism above 2m PLN per year to one recipient for interest/royalties/dividends (CIT art. 26) – podatki.gov.pl (PDF).
Deadlines and forms (selected)
- WHT CIT – payment: by the 7th day of the month after withholding (CIT art. 26(3)) – KAS.
- CIT-10Z: by the end of the first month after the tax year (art. 26a CIT) – gov.pl, form PDF.
- IFT-2R (for legal entities – non-residents): as a rule, by March 31 – podatki.gov.pl, explanations.
- PIT-8AR (19% tax on interest for individuals): annual declaration by the end of January; tax payment monthly by the 20th day – podatki.gov.pl, KAS – deadlines, PDF.
- IFT-1/IFT-1R (for individuals – non-residents): as a rule, by the end of February – gov.pl, PDF.
What documents and consents are needed?
Prepare the loan agreement, corporate resolutions, TP materials, and WHT documents. Ensure proper representation of the company.
Documentation checklist
- Loan agreement (amount, period, interest rate, schedule, collateral).
- Shareholders’ resolution if the counterparty is a management board member (art. 15 §1 KSH) and a representative for the agreement with a board member (art. 210 §1 KSH) – isap.sejm.gov.pl.
- Certificate of residency + beneficial owner statements for DTT preferences – podatki.gov.pl.
- Arm’s length/TP analysis or “safe harbour” if you meet the conditions – podatki.gov.pl, announcement 2025.
When does the transfer pricing documentation duty arise?
When the value of the loan principal in a year exceeds 10m PLN with a related party. Then you prepare local documentation and file the TPR.
Basis and explanations
- 10m PLN threshold for financial transactions (CIT/PIT – TP) – confirmed by MF TPR explanations (Vol. V, 09.2024) – podatki.gov.pl (PDF).
- “Safe harbour” for loans (simplifies TP and TPR if conditions are met; margin published in MF announcement) – podatki.gov.pl.
How to present the loan in the financial statements?
Show the long-term/short-term liability on the balance sheet. In the notes, disclose the terms, balances, and interest towards related parties.
Source
- Accounting Act (e.g., art. 48 – notes to the accounts) – isap.sejm.gov.pl.
What does it look like in practice? Progress Holding’s experience
Based on servicing over 300 companies annually, we see that 4 out of 10 clients finance themselves with shareholder loans. Most errors occur with WHT and TP.
Our data: most common errors
- Lack of a representative under art. 210 KSH for an agreement with a board member.
- Failure to withhold WHT or incorrect deadlines (7th day – CIT, 20th day – PIT).
- Lack of certificate of residency/beneficial owner statement when applying a DTT rate.
- Margin without market justification, failure to verify the art. 15c CIT limit.
- Underestimated transaction value for the 10m PLN threshold (TPR annually until repayment).
At Progress Holding, we prepare agreements, resolutions, TP analyses, and manage the books. We establish correct accounting schemas and WHT/PIT forms.
Frequently asked questions
Do I need to issue an invoice for loan interest?
No. Interest does not require an invoice. A bank statement and interest notes/calculations are sufficient. For WHT, the payment date and residency documents matter – podatki.gov.pl.
Can a shareholder loan be interest-free?
It can, but it risks TP issues and potential disputes over non-gratuitous benefits. It’s safer to set market-rate interest or apply the “safe harbour” – podatki.gov.pl.
Does KSeF (e-invoicing) apply to loans?
No. A loan agreement and interest are not invoices. KSeF does not apply here.
When do I pay the tax on interest for individuals?
As a PIT payer, you pay the tax by the 20th day of the following month and report it on PIT-8AR by the end of January – KAS, podatki.gov.pl.
What are the IFT deadlines?
IFT-1/IFT-1R (individuals – non-residents) by the end of February; IFT-2R (legal entities – non-residents) usually by March 31 – gov.pl, podatki.gov.pl.
How to confirm the arm’s length nature of the interest?
Choose “safe harbour” (by meeting conditions) or prepare a benchmark analysis. The MF announces the margins in official announcements – podatki.gov.pl.
Conclusion and tip: Ensure you have an agreement, representation under art. 210 KSH, market-rate interest, and proper PIT/CIT/WHT settlement. This minimizes risk and simplifies accounting. Need support? Contact Progress Holding: +48 603 232 418 or office@progressholding.pl. We will prepare the agreement, resolutions, accounting entries, and WHT/TPR settlements.
