On 14 October 2026, a draft amendment to the Regulation of the Minister of Finance of 21 December 2018 on transfer pricing for corporate income tax purposes was published on the website of the Government Legislation Centre. The draft changes the rules on offsetting benefits and introduces a separate chapter on the benchmarking analysis of financial transactions. Under the draft, the new provisions are scheduled to enter into force on 1 January 2027. Details of the proposed measures are set out below.
Removal of the distinction between benefit offsets and income offsets
The draft proposes to abolish the current distinction between benefit offsets and income offsets. In practice, a single mechanism will remain, allowing benefits arising from different controlled transactions between the same related parties to be offset against one another.
The proposed provisions allow benefits to be offset not only within the same tax year, but also over a period covering up to two consecutive tax years. This means that less favourable terms agreed in one transaction may be offset by more favourable terms agreed in another transaction, including in future tax years.
At the same time, the draft significantly tightens the requirements for such offsets. The tax authority is to examine, among other things:
- whether the offset was intentional and envisaged by the parties,
- whether written arrangements documenting the offset mechanism exist,
- whether the benefits arising from individual transactions can be quantified,
- whether unrelated parties would have taken similar action.
In practice, this means that any reliance on offsets when assessing whether intragroup arrangements are at arm’s length will need to be documented in considerably greater detail.
Financial transactions – more than an interest rate verification
Another significant change is the addition of a new chapter on financial transactions to the Regulation. The draft emphasizes that a transfer pricing analysis cannot be limited to reviewing the interest rate alone. The first step is to verify whether the transaction is genuinely of the nature stated by the parties and to assess its terms from the perspective of all parties involved (a review of the options realistically available to each party).
Greater emphasis on the economic substance of loans
For loans, credit facilities and other forms of debt financing, the draft requires an analysis of a number of additional factors, such as:
- the borrower’s creditworthiness and ability to service its debt,
- the existence of a repayment date and schedule,
- the obligation to pay interest and whether interest is actually paid,
- the creditor’s ability to enforce the obligation,
- collateral,
- the source of interest payments.
This means that tax authorities may more frequently examine whether, for example, shareholder financing formally described as a loan should in fact be treated as an equity contribution.
Guarantees and sureties under closer scrutiny
The draft also provides for detailed rules on guarantees and sureties. The analysis of such transactions will consider not only the formal terms of the agreement, but also:
- the guarantor’s actual ability to fulfil the obligation,
- the economic significance of the security provided,
- whether the beneficiary derives an actual benefit from the guarantee or surety.
Here too, the newly introduced provisions will enable tax authorities to examine the nature of the transaction in greater detail.
A new approach to cash pooling
Particular attention is also given to liquidity management arrangements (cash pooling). Under the draft, the analysis of cash pooling transactions should cover the operation of the entire arrangement, including:
- the functions performed by the cash pool leader and participants,
- the risks assumed and assets used,
- the patterns in participants’ balances,
- the synergies generated by the arrangement and the allocation of the resulting benefits,
- the existence of implicit guarantees and sureties between participants in the arrangement.
This may require the operating principles of cash pooling arrangements to be documented in greater detail than at present.
Summary of changes
Although the provisions are still at the legislative stage, corporate groups with loans, cash pooling arrangements, guarantees or sureties should already review whether their transfer pricing documentation adequately reflects the economic substance of these transactions. Particular attention should be paid to documenting creditworthiness, the impact of group support and the operating principles of cash pooling arrangements.
The new rules on offsets, scheduled to apply from 1 January 2027, should also be borne in mind.
Joanna Kubińska
Partner
