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Real estate and global minimum tax in Poland: The most important changes in the new tax regulations

Two new tax regulations came into force in Poland on 1 January 2025. They concern real estate tax and the global minimum tax (2nd pillar). The deadline for submitting the property tax return under the new regulations has been extended to 31 March 2025 (previously: 31 January 2025). The Ecovis consultants know exactly what those affected need to take into account.

Real estate tax

The purpose of the amendments was to clarify and eliminate interpretative doubts surrounding the current regulations and ensure their correct application.

The amendments include among other things:

• amendment of the definition of “building” and “structure”
• clarification that buildings and structures are only objects erected as a result of construction work (and not, for example, by assembly)
• introduction of an annex that lists objects defined as a non-building structure
• clarification that in the case of photovoltaic power plants, energy storage facilities, industrial furnaces, cable cars or ski lifts, only the construction part of these installations (e.g. foundations) will be subject to taxation
• removing of the requirement to recognise the facility and installation as a “technical and utility whole” – the decisive criterion for taxation will now be whether the installations ensure the possibility of using the building or non-building structure in accordance with its intended purpose

Since the law was only promulgated at short notice in the Journal of Laws of 29 November 2024 the legislator has introduced the possibility of filing the annual real estate tax return later if the conditions specified in the law are met (by 31 March 2025 instead of the usual deadline of 31 January of a given year).

The extension of the deadline for filing the property tax return is intended to allow taxpayers to adjust to the changes and correctly determine the tax base according to the new regulations (see also info box).

We can help you in determining whether the changes to real estate and global minimum tax in Poland affect your company.

Hubert Kaczyński, Tax Advisor, ECOVIS Poland, Warsaw, Poland

Global minimum tax (Pillar 2)

Regulations on the global minimum tax, which came into effect on 1 January 2025, were introduced on 6 November 2024 in the Law on Compensatory Taxation of Component Units of International and Domestic Groups (the so-called Pillar 2), which was published in the Journal of Laws No. 1685 of 2024.

The tax will not apply to all corporate income tax taxpayers, but to entities that are part of large capital groups (with consolidated revenues exceeding EUR 750,000,000). The regulation introduces compensatory taxation for international and domestic groups seeking to avoid income tax by shifting profits to countries offering lower taxation. It aims to ensure that the group’s effective tax rate in any given country is not less than 15%.

In practice, the tax is a new form of taxation on the income of business entities that will work alongside and supplement the “standard” corporate income tax. This means that every corporate income tax taxpayer will have to verify whether they are subject to the minimum tax.

The calculation of the tax will be multi-level and will require the extraction/calculation of many auxiliary values, which, as a rule, will be derived from financial statements. The starting point for determining the key values and indicators are the rules derived from the accounting standards used and the source data taken from the financial statements.

There are two main reporting obligations for members of tax groups:

1. Filing the GloBE Information Return
2. Filing a qualified minimum top-up tax return (and possibly paying the tax)

The deadlines for companies

The deadline for filing the GloBE (Global Anti-Base Erosion) Information Return and notification of the reporting entity is, as a rule, 15 months starting from the last day of the reporting tax year. In the first year in which the tax is calculated in a given jurisdiction/Poland, this is extended to 18 months.

The deadline for filing the qualified minimum top-up tax return and paying the tax is 18 months after the end of the tax year. In the first year in which the compensatory tax is calculated, this deadline is extended to 21 months after the end of the tax year (see info box).

For further information please contact:

Hubert Kaczyński, Tax Advisor, ECOVIS Poland, Warsaw, Poland
Email: hubert.kaczynski@ecovis.pl

UBO register Norway: Which requirements companies will have to meet in the future

By 31 July 2025, companies and legal entities must provide details for the UBO register (Ultimate Beneficial Owner) in Norway. Who exactly has to register? What exceptions are there, and how does registration work? Ecovis provides answers to these and other questions.

Background to the UBO register Norway

EU countries have already established a standardised UBO register for all member countries, although the level of public access and implementation might vary. To align with EU standards, Norway implemented its own UBO register on 1 October 2024.

This aims to mandate businesses and other types of legal entities to identify themselves and provide UBO information to the state-operated register, the Brønnøysund Register Centre. The authority has given all affected organisations a reasonably long timeframe (from 1 October 2024 to 31 July 2025) for completing the initial registration.

At the moment, only the public authorities have full access to the register’s total inventory. In addition, media covered by section 2 of the Media Liability Act and non-governmental organisations aiming to prevent the misuse of a company’s structure can also have access.

Who must comply?

Most enterprises registered in Norway are required to provide UBO information to the new register, including:

• Private limited companies (AS)
• Public limited companies (ASA)
• Partnerships
• Cooperatives
• Certain foundations
• Norwegian-registered foreign businesses (NUFs)

However, exemptions exist for some types of companies, e.g. listed companies, non-commercial associations, mutual funds etc. NUFs whose main companies are resident in an EEA country and have already registered UBO information there only need to confirm this in the submission.

We support you with daily administrative tasks, such as UBO registration.

Ding Xu, Partner/CPA, ECOVIS Ardur Tax AS, Oslo, Norway

Who is a beneficial owner?

A beneficial owner is a natural person, either Norwegian or foreign, who owns or controls an organisation in terms of holding shares or via other means. A person is a beneficial owner if he/she meets one of the following criteria:

• A person who owns more than 25% of the business
• A person who controls more than 25% of voting rights
• A person who has the right to appoint or remove more than 50% of board directors
• A person who has influence or control in another way. For example, via an agreement, rights to decide or veto

If the company does not have a beneficial owner, it must also confirm this to the UBO register.

How to register?

UBO registration is carried out via the Norwegian electronic dialogue portal Altinn.no. A person with a registered role in a company, such as chairperson of the board or CEO, will automatically receive access to submit to the UBO register. External advisors such as authorised accountants, auditors and lawyers can also be given access for submission if approved by the company.

For further information please contact:

Ding Xu, Partner/CPA, ECOVIS Ardur Tax AS, Oslo, Norway
Email: ding.xu@ecovis.no

EU Mobility Directive Luxembourg: Milestone for cross-border corporate transactions

With a new law, Luxembourg is improving corporate mobility. This is a milestone in Luxembourg company law and strengthens the country’s position as a hub for cross-border corporate transactions. The Ecovis consultants explain the changes.

On 23 January 2025, with a two-year delay, the Luxembourg Parliament passed a new law to implement Directive (EU) 2019/2121 amending Directive (EU) 2017/1132 on cross-border conversions, mergers and divisions (the Mobility Directive).

Key legislative changes

The law modifies two key Luxembourg statutes:

• The amended law of 10 August 1915 on commercial companies
• The amended law of 19 December 2002 on the trade and company register, accounting and financial statements

By implementing the Mobility Directive, Luxembourg is introducing a harmonised framework for cross-border transactions while ensuring robust stakeholder protection and legal certainty.

Introduction of a dual-regime system

The new law establishes two distinct regulatory regimes:

1. General regime – Governs domestic mergers, divisions and conversions, as well as cross-border transactions involving non-EU Member States or non-standard Luxembourg legal entities.
2. Specific regime – Applies to intra-EU cross-border mergers, divisions, and conversions involving Luxembourg companies structured as a société anonyme (SA), société à responsabilité limitée (SARL), or société en commandite par actions (SCA).

This structured approach enhances legal clarity while allowing continued flexibility for companies engaged in cross-border transactions beyond the EU.

Companies should work with an experienced auditing and consulting firm to implement the new laws.

Arnaud Yamalian, Managing Director, Approved Statutory Auditor, ECOVIS IFG Audit SA, Luxembourg

Key features and benefits

1. Expanded scope for cross-border transactions Previously, only cross-border mergers had a unified legal framework within the EU. The new law extends this harmonisation to cross-border conversions and divisions, making Luxembourg an even more attractive jurisdiction for business mobility.
2. Strengthened stakeholder protections
   1. Shareholders: Minority shareholders now have the right to withdraw under specific conditions, ensuring fair treatment.
   2. Creditors: Enhanced safeguards mitigate risks for creditors during cross-border restructurings.
   3. Employees: Improved consultation and participation rights strengthen the position of employees.
3. Introduction of a double control of legality Luxembourg notaries play a pivotal role in verifying compliance, ensuring fraud prevention, and overseeing the legality of transactions at both the departure and destination stages.

Challenges and future developments

Luxembourg’s delayed implementation of the Mobility Directive (originally due by 31 January 2023) highlights the complexity of aligning national laws with EU mandates. Despite the added administrative requirements, the law ensures increased legal certainty for companies. The pending adoption of Bill No. 8225 to amend the Labour Code will further refine the employment law aspects of the directive, providing additional clarity on workers’ rights and participation.

Conclusion

The implementation of the Mobility Directive represents a major step forward for Luxembourg’s corporate landscape, solidifying its reputation as a prime jurisdiction for cross-border corporate restructurings. Companies planning mobility transactions should proactively assess their compliance with the new legal requirements and engage with stakeholders to ensure smooth execution.

For further information please contact:

Arnaud Yamalian, Managing Director, Approved Statutory Auditor, ECOVIS IFG Audit SA, Luxembourg
Email: arnaud.yamalian@ecovis-audit.lu