POLAND Law and Practice Contributed by: Rafał Celej, Arkadiusz Klejnowski and Karolina Piotrowska-Andryszczyk, Kondracki Celej
demonstrable Polish nexus, with innovation or R&D alignment; and • financing is limited to equity or quasi-equity instruments, such as share subscriptions or convertible instruments. These mechanisms are designed to de-risk pri - vate investment and catalyse early-stage capital formation, particularly in verticals prioritised by national innovation policy. 4.2 Tax Treatment Investments in Polish growth companies benefit from specific tax incentives, particularly through structures like the ASI structure. These rules are governed by the Act on Corporate Income Tax ( Ustawa o podatku dochodowym od osób prawnych ). Key tax advantages include: • Capital gains tax exemption: An ASI can be exempt from corporate income tax on profits from the sale of a target’s shares, provided that it has held at least 5% of the shares in the company for a minimum of two years. • Dividend tax exemption: Dividends received by an ASI are exempt from tax if the ASI holds at least 10% of the shares in the distributing company for at least two years, applicable when the distributing company is a tax resident of Poland, the EU or the EEA. These incentives are designed to promote long- term investments in innovative enterprises and align with broader EU directives on investment funds. Beyond these ASI-specific exemptions, there are no dedicated tax reliefs for VC investors or start-up companies in Poland. Income from equity investments is generally taxed in line with standard corporate or personal income tax rules, depending on the investor type.
As a result, some mature funds and scale-up companies opt to relocate their holding or fund structures to jurisdictions offering more favour - able tax treatment, such as Luxembourg or the Netherlands. This trend reflects broader efforts to optimise cross-border capital flows and post- exit taxation. 4.3 Government Endorsement Please refer to 4.1 Subsidy Programmes and 2.4 Particularities . While there are no standalone nationwide cam - paigns or legislative packages explicitly aimed at promoting equity financing, the Polish govern - ment supports VC primarily through institutional co-investment frameworks and public fund-of- funds programmes. One area of growing interest is corporate ven - ture capital. Several state-supported initiatives have encouraged large domestic enterprises to establish dedicated investment vehicles for start-up engagement. These efforts are partially modelled on European strategies and reflect broader policy goals of fostering innovation through industry collaboration. In addition, government institutions continue to support the VC ecosystem by facilitating regu - latory dialogue, matchmaking platforms and thematic funding calls, particularly in sectors aligned with national innovation priorities.
5. Employment Incentives 5.1 General
Founders’ and key employees’ long-term com - mitment is typically secured through equity- based incentive mechanisms, most notably management or employee stock option plans
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