RSU tax settlement in Poland is becoming an increasingly important topic for employees and contractors working for technology companies, startups and international corporate groups. RSUs may be an attractive part of a remuneration package, but they do not automatically mean taxation at the 19% rate. In practice, it is necessary to verify whether the incentive plan allows taxation to be deferred until the sale of shares, or whether there is a risk that the income will be taxed under the progressive tax scale, including 32% PIT.
Share-based incentive plans are becoming increasingly popular. In practice, they are no longer limited to top management. They are also offered to IT specialists, product team members, people working for international corporate groups and B2B contractors.
One of the more common models is RSU, or restricted stock units. In simplified terms, a participant receives a conditional right to shares, which may materialise only after certain conditions are met, for example after the vesting period, continued employment or achievement of specific targets.
From a tax perspective, the key question is whether RSU tax settlement in Poland allows the taxpayer to avoid 32% PIT. The answer depends primarily on the structure of the plan, plan documentation, the participant’s status and whether the conditions provided for in the Polish PIT Act are met.
RSU tax settlement in Poland and 32% PIT
RSUs are often perceived as a more tax-efficient form of remuneration than a standard cash bonus. This is because, in some cases, taxation may be deferred until the sale of shares and the income may be taxed at the 19% rate applicable to capital gains.
However, this does not mean that every RSU plan automatically allows the taxpayer to avoid 32% PIT.
Articles 24(11) and 24(11b) of the Polish PIT Act may be crucial. These provisions provide for a special tax deferral mechanism for certain incentive plans. If the statutory conditions are met, taxable income may arise only when the shares are sold, and not already when they are received. Such income from the sale of shares may generally be reported in PIT-38 as capital gains income and taxed at the 19% PIT rate.
The problem arises when the RSU plan does not meet the statutory conditions. In that case, the tax authorities may take the position that income arose earlier, for example when the shares were received or when the right was exercised. Depending on the circumstances, this may mean taxation under the progressive tax scale, including the risk of falling into the 32% PIT bracket.
Therefore, it is essential to verify on what basis the participant received the shares, who established the plan, which company grants the rights, whether the plan was properly adopted and whether the participant meets the conditions set out in the plan documentation.
When can RSUs be taxed at 19% PIT?
Najbardziej korzystny podatkowo wariant pojawia się wtedy, gdy program RSU spełnia warunki programu The most favourable tax treatment may apply where the RSU plan meets the requirements for an incentive plan under the Polish PIT Act, in particular Articles 24(11) and 24(11b) of the PIT Act.
However, not every RSU plan meets these conditions. It is particularly important to verify whether the plan was established by the appropriate corporate body, whether it concerns shares of the relevant company and whether the participant actually acquires shares, rather than merely receiving a cash equivalent, phantom units or other cash-settled rights.
Of course, the fact that the plan documentation uses terms such as RSU, equity plan or stock incentive plan does not, by itself, determine favourable tax treatment in Poland.
Particular attention should be paid to plans where:
- the participant receives a cash payment,
- the plan was not established in the manner required by the Polish PIT Act,
- the participant does not acquire shares in a joint-stock company or the relevant parent company,
- the plan is directly linked to current remuneration,
- the taxpayer changed tax residence during the vesting period.
This is why the question “can RSUs help avoid 32% PIT?” must always be answered by analysing the specific plan and its documentation. In some cases, the answer may be favourable. In others, the risk of taxation under the progressive scale may be real.
RSU tax settlement in Poland – key stages
In addition, several stages should be analysed separately when dealing with RSUs.
The first stage is the grant of RSUs. Often, at this stage, the participant does not yet receive shares, cannot dispose of them and does not obtain a definitive economic benefit. This does not mean, however, that this stage can be ignored entirely.
The second stage is vesting, i.e. the moment when the participant satisfies the plan conditions and becomes entitled to receive shares. This is one of the most important tax moments, because it is necessary to determine whether taxable income arises at this stage or whether further tax deferral is possible.
The third stage is the actual receipt of shares. If the plan meets the statutory conditions, this moment may not yet trigger the obligation to pay PIT. If the conditions are not met, this may be the point at which taxable income arises.
The fourth stage is the sale of shares. At this point, the taxpayer should determine the revenue, tax-deductible costs and income to be reported in PIT-38.
RSUs in foreign incentive plans
As far as RSU tax settlement in Poland is concerned – many plans are organised by foreign companies, most often parent companies from the United States, the United Kingdom or other jurisdictions. A Polish employee or contractor may therefore receive rights not from the Polish employer, but from another entity within the corporate group.
In such cases, it is necessary to consider not only the Polish PIT Act, but also the relevant double tax treaty. Important factors may include the participant’s tax residence, the country of residence of the company granting the shares, the period of work performed in Poland and abroad, and the period during which the RSUs were earned.
Particular caution is required where the participant changed country of residence or worked partly from Poland and partly from another country. In such cases, the tax settlement may require allocation of income between different tax jurisdictions.
How can we help?
If you have received RSUs or participate in a foreign incentive plan, it is worth analysing the Polish tax consequences before selling the shares or filing your annual PIT return.
When it comes to RSU tax settlement in Poland, we help determine whether the RSU plan may benefit from tax deferral, when taxable income arises, whether the income may be taxed at the 19% rate in PIT-38, and when there may be a risk of taxation under the progressive tax scale, including 32% PIT. In more complex cases, we also assist clients with preparing and filing requests for individual tax rulings.
