A shareholder loan is the fastest and most straightforward way to channel money into a company. No notary, no KRS filing, no PCC. A written loan agreement is all it takes — and the funds are immediately at the company's disposal. Yet beneath this apparent simplicity lie tax nuances that are well worth understanding.

Legal Nature of the Loan
A shareholder loan is an ordinary civil-law contract governed by Article 720 of the Polish Civil Code. The shareholder acts as lender, the company as borrower. The proceeds are recorded on the balance sheet as a liability, not as equity.

This is the key distinction from additional contributions and capital injections: a loan is a debt that the company must repay. The parties are free to agree on repayment terms, the amount, and whether the loan carries interest.

Key Advantage: No PCC
As a general rule, loans are subject to PCC at 0.5%. However, a loan made by a shareholder to its own limited liability company is expressly exempt from PCC under Art. 9(10)(i) of the PCC Act. This makes shareholder loans considerably more tax-efficient than additional contributions or capital increases at the point of funding.

Interest: Expense or Income?
This is where the main tax ambivalence of shareholder loans lies:

• For the company: if the loan is interest-bearing, the accrued interest may be deducted as a financial expense reducing the CIT base. However, limitations apply: thin capitalisation rules and the cap on deductible financing costs exceeding PLN 3 million or 30% of EBITDA (Art. 15c of the CIT Act).
• For the shareholder: interest received constitutes taxable income. An individual shareholder pays PIT at 19% (withholding tax — podatek u źródła). A corporate shareholder includes the interest in its CIT base.

Interest-Free Loan: Any Risk?
An interest-free shareholder loan is a common arrangement. However, Polish tax authorities may in certain cases characterise the absence of interest as a non-arm's-length condition and assess tax on notional income under transfer pricing (TP) rules — particularly where the transaction is between related parties and exceeds threshold amounts.

Advantages and Disadvantages
✅ No PCC — cost saving at the point of funding
✅ Maximum flexibility: any terms, any amounts, interest rate by agreement
✅ Fast to arrange — a written agreement suffices
✅ Interest may reduce the CIT base
✖ Mandatory repayment — funds do not remain as equity
✖ Interest is taxable in the hands of the recipient (PIT/CIT)
✖ Risks related to thin capitalisation and transfer pricing
✖ Worsens the balance sheet structure (increases liabilities)

Conclusion

A shareholder loan is a powerful and flexible financing tool, particularly attractive for its PCC exemption and ease of arrangement. With proper documentation and compliance with transfer pricing rules, it is an effective instrument for managing company liquidity.