Running a business in Poland requires courage—but not the spectacular kind you read about in entrepreneurship manuals. It’s not about the moment you quit your job and start from zero. It’s about a quieter, more grinding courage: making business decisions in a system that refuses to tell you clearly what is allowed.
The Polish tax system is complicated not because of bad design but because of no design at all. For decades it has accreted chaotically—statute upon statute, exception upon exception, interpretation revising interpretation. The result is that the same transaction can be classified three different ways by three different officials. The consequences of misclassification, however, always fall on the same party: the taxpayer.
There is an asymmetry here worth contemplating. The tax authority can be wrong without significant consequences—at worst, it loses a case in court. The entrepreneur who is wrong pays interest, penalties, sometimes faces criminal liability. In this game, one side plays for points; the other plays for survival.
What a Tax Opinion Is Actually For
A tax opinion is a document that says: in this specific situation, given these specific facts, the law should be understood this way. It is not a guarantee—no document can guarantee that the tax authority will agree with your interpretation. But it is something else, equally important: a decision trail.
A decision trail matters because it changes the character of any subsequent dispute. There is the entrepreneur who made a tax decision on instinct, without consultation, without analysis. And there is the entrepreneur who, before deciding, commissioned an opinion, presented the facts, received a reasoned recommendation, and followed it. Even if that recommendation proves wrong—and sometimes it does, because tax law is not mathematics—the procedural situation is fundamentally different.
In the first case, the authority sees someone who acted blindly. In the second, someone who exercised due diligence. This difference can determine whether a matter ends with a correction and interest, or with criminal tax charges.
When a Tax Opinion Becomes Necessary
Not every decision requires a tax opinion. If you’re buying office supplies, you don’t need a document confirming you can deduct them. But there are situations where a tax opinion stops being a luxury and becomes a necessity:
High-value transactions. The higher the stakes, the greater the risk. A ten-thousand-zloty transaction can be misreported and no one will notice. A ten-million-zloty transaction will attract attention—and every error will prove costly.
Questions without clear answers. Some questions the regulations answer plainly. Others depend on interpretation. The latter require documented analysis—not because the analysis provides certainty, but because it demonstrates that the question was difficult and that you took it seriously.
Novel structures and business models. Tax law emerges in reaction to economic reality, which it is always slightly behind in describing. If you’re doing something the legislature didn’t anticipate—and innovative companies often do things the legislature didn’t anticipate—you’re walking on no-man’s-land. An opinion won’t make the land yours, but at least you’ll know where you’re placing your feet.
Irreversible decisions. Some things can be undone: an erroneous invoice can be corrected, a mistake in a declaration can be fixed. But certain decisions, once made, alter reality permanently—reorganizations, transformations, asset disposals. Before you execute something that cannot be unwound, it’s worth knowing what the consequences will be.
The Anatomy of a Tax Opinion
A good tax opinion has a definite structure, though the form may vary.
It begins with a statement of facts—a precise description of the situation in question. This is the crucial element, because an opinion is only as good as the understanding of facts that underlies it. If the facts described in the opinion differ from the actual facts, the opinion loses its value. That’s why we begin the work with a conversation—sometimes a long one—in which we establish exactly what the client intends to do, what the details are, what variations are under consideration.
Then comes the legal analysis: a review of statutes, case law, rulings from tax authorities, scholarly positions. This is the work the client doesn’t see—hours spent over legislation, commentaries, databases of decisions. From this work emerges a conclusion: how, in light of current law, the described situation should be treated.
Finally, there are recommendations: what to do, what to avoid, what to watch for. Sometimes the recommendation is unequivocal. Sometimes we present options with varying levels of risk. We always try to ensure the client understands not just what we’re doing but why—because the decision, ultimately, belongs to them.
The Tax Report: An X-Ray of the Company
A tax report is something different from an opinion. A tax opinion addresses a specific question. A report is a review of the whole—a systematic analysis of a company’s tax situation.
Think of it as a medical examination. An opinion answers the question, “Is this pain in my knee something serious?” A report is the full blood panel, the X-ray, the ultrasound—an image of the entire organism, with areas requiring attention marked.
A tax report typically includes: analysis of revenue and cost structures, verification of reporting accuracy, identification of risk areas, indication of potential optimizations. It’s not a document you need every month—but it’s worth having every few years, when the company undergoes significant changes, or before transactions where a buyer will conduct due diligence.
Companies that regularly review their tax situation encounter fewer unpleasant surprises during audits. This isn’t a guarantee—an audit may find something the report missed. But the probability diminishes.
The Memorandum: A Document for Difficult Times
A memorandum is an internal document that records the state of knowledge and decision-making process at a specific moment.
Its value reveals itself when something goes wrong. Imagine: three years ago, you decided on a particular method of reporting a complex transaction. Today an audit arrives and challenges that reporting. The question becomes: what did you know then? Why did you make that decision? Were you acting in good faith?
If you have a memorandum from that period, you have answers. The document shows that you analyzed the situation, that you considered various options, that your decision was deliberate. If you don’t have a memorandum, you’re left with memory—yours and your employees’. And memory, after three years, tends to be unreliable.
A memorandum is particularly useful when the law is unclear, when you’re knowingly making a risky decision, when you’re operating in territory where interpretations diverge. It’s your insurance policy against a future less forgiving than the present.
The Individual Tax Ruling—and Its Limitations
A separate category is the individual interpretation issued by the Director of the National Tax Information Service. This is an official position from the tax authority in response to a taxpayer’s question.
An interpretation provides legal protection: if you follow it, you won’t suffer negative consequences even if it later proves incorrect. That’s more than a private tax opinion offers—which is why, in many situations, it’s worth applying for one.
But interpretations have their limitations. First, the procedure takes time—several months at minimum. If you need an answer by next week, an interpretation won’t help. Second, the authority may issue an unfavorable interpretation—and then you have an official document stating that what you’re planning is, in the tax authority’s view, impermissible. Third, the interpretation protects you only if the facts described in the application match reality. If you omitted something or described it differently than it is, the protection vanishes.
That’s why, before filing for an interpretation, it’s worth thinking through the strategy. Sometimes it’s better to first commission a private opinion, understand the situation, and only then—if it makes sense—apply for the official ruling. Sometimes it’s better not to apply at all and proceed on the basis of your own analysis. It depends on the specific case.
We prepare applications for individual interpretations—and advise on whether, in a given situation, such an application makes sense.
What This All Means
Tax documentation—opinions, reports, memoranda—is not bureaucracy for its own sake. These are risk-management tools in an environment where risk is built into the system.
You won’t eliminate uncertainty. The Polish tax system doesn’t allow for certainty—too much depends on interpretation, and interpretations change too often. But you can manage uncertainty. You can make decisions consciously, document your reasoning, build a decision trail that will protect you when things take an unexpected turn.
This isn’t a matter of company size. Large companies have tax departments and outside advisors on retainer. But small and medium-sized companies—those without internal experts—are often more exposed. One bad decision, one ill-conceived structure, one oversight—and the consequences can be existential.
If you’re facing a decision with tax implications and you’re uncertain how to handle it—it’s worth checking. The cost of an opinion is usually a fraction of the potential consequences of an error.
