Nexia Advicero | TAX UPDATE | August 2025

1. Liability of management board Members – new CJEU judgment!
2. Employment requirements for companies using the estonian CIT – key Supreme Administrative Court judgment!
3. Another version of the National e-Invoicing System (KSeF) rules released
4. Composite supply in VAT – NSA allows itemisation of components

1. Liability of management board Members – new CJEU judgment!

On 30^th April 2025, the Court of Justice of the European Union (CJEU) issued a judgment on case C‑278/24 (Genzyński), once again addressing a matter of practical importance – the joint and several liability of management board members for a company’s tax arrears, including VAT, under Article 116 of the Polish Tax Ordinance Act.

The request for a preliminary ruling was submitted to the CJEU by the Provincial Administrative Court in Wrocław (case no. I SA/Wr 966/22) in January 2024. The case concerned the conditions under which a management board member may be held liable for a company’s tax debts, including the timing of filing for bankruptcy and the scope of available defences.

The CJEU held that national legislation may not unduly restrict the rights of management board members to demonstrate that they acted with due diligence. The Court emphasized that a board member cannot be required to file for the company’s bankruptcy in the absence of objective grounds, such as actual insolvency. Furthermore, board members must be allowed to prove that any failure to act was not attributable to their fault.

This ruling aligns with the CJEU’s favourable case law – following the judgment in case C‑277/24 (Adjak) – and opens the door to challenging adverse decisions issued by tax authorities. It may also provide grounds for resumption already concluded proceedings concerning the liability of board members for VAT:

• in tax proceedings concluded by final decisions – within one month from the date of publication of the judgment’s operative part in the Official Journal of the European Union;
• in administrative court proceedings – within three months from that date.

As the operative part of the judgment has not yet been published, we recommend assessing the current situation without delay and preparing for the relevant deadlines.

We encourage you to reach out – our experts at Nexia Advicero are ready to assist in assessing the position of management board members, evaluating potential risks, and preparing applications for the resumption of proceedings.

2. Employment requirements for companies using the estonian CIT – key Supreme Administrative Court judgment!

In order to benefit from the lump-sum corporate income tax regime, commonly referred to as the Estonian CIT, companies must meet several conditions stipulated in the Polish Corporate Income Tax Act. One of the key requirements concerns maintaining a minimum level of employment. In a recent judgment dated 15^th May 2025 (case no. II FSK 163/25), the Supreme Administrative Court (NSA) resolved an important dispute regarding the method for calculating full-time equivalents.

The case concerned a company that opted for the Estonian CIT in 2023 and, as of 2024, employed two full-time staff members, with plans to increase the headcount to four employees during the year. The company requested an individual tax ruling from the Director of the National Tax Information Service (DKIS), asking whether the minimum employment requirement — at least three full-time equivalents — could be satisfied on an annual average basis.

In the tax ruling issued on 29^th July 2024 (0111-KDIB2-1.4010.208.2024.1.AS), the DKIS held that each individual must be employed full-time for at least 300 days in a year and that this requirement cannot be fulfilled on an aggregate basis. The Provincial Administrative Court in Bydgoszcz upheld this restrictive interpretation (judgment of 19 November 2024, case no. I SA/Bd 653/24).

However, the SAC overturned both the tax ruling and the lower court’s judgment. In its decision of 15^th May 2025, the NSA ruled that the phrase “for a period of at least 300 days in a tax year” should be interpreted collectively – not separately for each employee. This means that a company may satisfy the employment requirement based on the average number of full-time equivalents over the course of the year.

This judgment provides taxpayers with greater flexibility in employment planning and significantly reduces the risk of losing access to the Estonian CIT regime.

If you are considering applying Estonian CIT or have questions about the eligibility requirements, we invite you to contact our experts at Nexia Advicero. We will be pleased to support you in the secure implementation of this solution.

3. Another version of the National e-Invoicing System (KSeF) rules released

On 30^th May 2025, the Polish Ministry of Finance published a new, enhanced version of the National e-Invoicing System – KSeF 2.0. As a reminder, mandatory e-invoicing via KSeF will take effect for the largest taxpayers as of 1^st February 2026.

According to the Ministry’s announcement, the published version constitutes the final draft, incorporating input from businesses and practical considerations. The key changes include:

• Downward adjustments (negative corrections) – clarification of settlement rules:
  • if a correction is issued outside KSeF (e.g., in offline mode), the moment it is accounted for depends on the delivery method:
    1. for consumer invoices – the relevant date is when the buyer confirms receipt;
    2. for offline invoices – the key moment is when the invoice is sent to KSeF and delivered to the buyer.
• Extension of the catalogue of invoices issued outside KSeF – in addition to foreign issuers, exceptions now also apply to invoices issued to consumers and entities not registered for VAT.
• Obligation to include the KSeF ID number in transfers – starting from 2027, this requirement will also apply to other payment methods, provided the transaction allows for including a payment reference.
• KSeF certificate – a new two-year certificate has been introduced to authenticate the identity of the issuer when issuing invoices in offline and offline24 modes.
• Rules for assigning authorisations – the system now clearly defines who may manage access to KSeF and how such authorisations should be granted.
• Authentication methods – users will be able to log in using an electronic seal, qualified electronic signature, trusted profile (Profil Zaufany), or a KSeF certificate.
• QR code for e-invoices – new guidelines define how the QR code may be added either as a graphic or a link, including in cases where the invoice format does not allow for direct insertion.
• Declaration of intent to issue e-invoices – issuers will be required to submit a notification along with a relevant structured attachment.

The mandatory implementation of KSeF is approaching quickly. It is essential to prepare early to avoid errors and potential penalties. Our experts at Nexia Advicero are ready to support you throughout the process, providing assistance with everything from analysis and training to technical and tax matters.

4. Composite supply in VAT – NSA allows itemisation of components

In its judgment of 19^th May 2025 (Case No. I FSK 2217/21), the Supreme Administrative Court (NSA) confirmed that in the case of so-called composite supplies, it is permissible to itemise the individual elements of the supply on an invoice – by listing the sale of goods and the provision of delivery services separately.

The case arose from a taxpayer engaged in online sales of dietary supplements, which are subject to different VAT rates. The taxpayer submitted a request for an individual tax ruling, asking the Director of the National Revenue Information (DKIS) whether it was correct to:

• separately list, on the invoice, the sale of goods and the transport costs, applying the same VAT rate to transport costs as for the goods;
• document the transport costs in separate lines, allocating them proportionally to the value of the goods taxed at different VAT rates.

The taxpayer argued that this method of invoicing is correct and that the entire transaction constitutes a composite supply, which should be taxed at the VAT rate applicable to the principal supply (i.e. the goods).

DKIS partially agreed with the taxpayer in respect of the VAT treatment of transport costs but disagreed with the proposed method of presenting them on the invoice. According to the tax authority, since the transaction is a composite supply, it should be presented on the invoice as a single line item.

The taxpayer appealed the tax ruling to the Provincial Administrative Court in Wrocław, which in its judgment of 6^th May 2021 (Case No. I SA/Wr 708/20) overturned the ruling. The court emphasised that the VAT Act does not contain provisions requiring a single-line presentation of composite supplies on invoices – the decisive factor is the correct application of the VAT rate.

DKIS filed a cassation appeal, which was dismissed by the NSA. In its judgment of 19^th May 2025, the Court noted that the authority’s position was based not on legal provisions, but rather on concerns about the potential distortion of the taxable base. The Court further underlined that the VAT Act does not regulate the invoicing method for composite supplies in detail, and there are no legal obstacles to itemising both the goods and the delivery service on the invoice. The issue of composite supplies is of significant practical importance, particularly in sectors where goods and services are commonly bundled. Our experts at Nexia Advicero will be pleased to support you in analysing and safely settling such transactions.