Mandatory Disclosure Rules: who is a beneficiary and what are their obligations?

Reporting tax arrangements under the MDR framework, as required due to the transposition of the EU DAC6 Directive into Polish law, is a responsibility that is primarily associated as falling within the scope of tax advisors, law firms, or other entities acting in the capacity of a tax arrangement promoter. In practice, however, the beneficiary also plays an equally important role in the process of reporting tax arrangements to the National Revenue Administration, as they have to fulfil a number of reporting obligations imposed by Polish legislation. 

How does Polish tax law define a beneficiary, and what should beneficiaries take into consideration to ensure compliance with Mandatory Disclosure Rules?

Who is defined as a beneficiary under the MDR framework?

In accordance with the Polish Tax Ordinance, a beneficiary is a natural person, a legal entity, or an organisational unit without legal personality:

• to whom a tax arrangement is made available
• who is having a tax arrangement implemented
• who is ready to implement a tax arrangement
• or who has implemented the first step of such arrangement

Making a tax arrangement available is understood by Polish tax regulations as the disclosure of information about the tax arrangement to the beneficiary, in particular: 

• its assumptions 
• its stages 
• its functioning or implementation mechanism 
• how a tax advantage is derived from the arrangement

Notably, it is irrelevant how the arrangement is made available to the beneficiary. It can be provided: 

• in electronic form 
• in paper form 
• by phone 
• digitally 
• personally 

Implementation of a tax arrangement is understood by the regulations to mean the performance of factual or legal acts enabling the execution (or aimed at the execution) of the tax arrangement, including:

• management of the activities relating to the implementation of the arrangement 
• actual participation in decision-making 
• taking steps relating to the tax arrangement or forming its part, including such decisions or steps involving the execution of the tax arrangement by another entity.

What are the beneficiary’s reporting obligations under MDR?

As a general rule, reporting tax arrangements is mainly the responsibility of the promoter. However, in certain cases, this obligation is imposed on the beneficiary. 

In accordance with the Polish Tax Ordinance, the beneficiary is obliged to submit information about the tax arrangement in the following situations:

• The promoter is absent.
• The promoter has failed to provide the beneficiary with the information on the assignment of the Tax Arrangement Number or on reporting the arrangement to the Head of the National Revenue Administration.
• The promoter has notified the beneficiary of the passing of the obligation to report the tax arrangement to the beneficiary by reason of the promoter's professional secrecy. 

Therefore, it is worth noting that, due to the professional secrecy of advocates, attorneys-at-law, or tax advisors, among other professions, when engaged in cooperation with these entities, it is generally the beneficiary who is obliged to report the tax arrangement.

In such a case, the beneficiary is obliged to report the tax arrangement to the Head of the National Revenue Administration within 30 days from:

• the date following the date on which the tax arrangement was made available for implementation
• the date following the date on which the tax arrangement was made ready for implementation
• the date on which the first step of the tax arrangement was implemented

– whichever is earlier. 

If it is the beneficiary who reports the tax arrangement, they are also obliged to notify (in writing) all the other participants in the arrangement, in respect of whom the beneficiary acts as the instructing party, of the Tax Arrangement Number assigned by the Head of the National Revenue Administration (or of the refusal to assign it or its revocation) not later than within five working days from the date of receipt of the reply from the National Revenue Administration. 

It is also worth noting that the beneficiary is obliged to report the use of the tax arrangement (by filing the MDR-3 form) at or until the end of the fourth month following the end of the tax year (or the calendar year in certain cases).

Obligation to submit a statement on an arrangement being a tax arrangement

Under the MDR framework in effect from 1 October 2026, the beneficiary is obliged, in certain cases, to provide the promoter with a statement that the arrangement which is the subject of supporting activities undertaken by that promoter is not a tax arrangement. 

Such a statement may be requested by a promoter who was instructed by the beneficiary to perform supporting activities (i.e. providing assistance, support, or advice with regard to designing, marketing, organising, making available for implementation, or managing the implementation of the tax arrangement), and who: 

• realised (or should have realised) that the arrangement might constitute a tax arrangement, and
• has not have received a confirmation of the assignment of the TaxArrangement Number or a confirmation of submitting the information about that tax arrangement. 

In such a situation, if the arrangement in question does not constitute a tax arrangement, the beneficiary is obliged to provide the promoter with a statement confirming the same without delay (not later than within seven days from the date of receiving the promoter's request). If the statement is not submitted within this timeframe, it is presumed, under Polish law, that the arrangement constitutes a tax arrangement. However, this presumption may be rebutted if, after the passing of the said period, the beneficiary delivers the statement to the promoter.

It is also worth noting that if the promoter requests the statement from the beneficiary, the promoter may suspend the performance of the commissioned supporting activities with respect to the tax arrangement until the date of receipt of the statement, the confirmation of the assignment of the Tax Arrangement Number by the Head of the National Revenue Administration, or the information that the Head of the National Revenue Administration has not yet assigned such a number. In such a case, the promoter has no civil liability towards the party that has commissioned the performance of the supporting activities to the extent related to the suspension of the performance of those activities or disciplinary liability related to the suspension of the performance of the activities with respect to the arrangement.

Who is a participant in the arrangement and what are their obligations under MDR?

It is also worth noting that the Tax Ordinance uses the term 'participant in the arrangement', which is broader than the term 'beneficiary'.

Under the MDR framework, a participant in an arrangement is a natural person, a legal entity, or an organisational unit without legal personality that takes part in a tax arrangement or in an activity, transaction, or operation forming part of a tax arrangement. 

The definition of a participant in an arrangement includes both the promoter and the beneficiary as well as other parties, e.g. related entities involved in the transaction. 

From the point of view of fulfilling MDR obligations, it is crucial to correctly identify the group of participants in an arrangement, as the concept of a participant in the arrangement is outlined in certain hallmarks. In addition, in the cases set out in the Tax Ordinance, a participant in the arrangement also needs to be notified of the Tax Arrangement Number (or of the refusal to assign it or its revocation).

Reporting obligations under MDR should be approached in a meticulous and comprehensive manner

To correctly recognise the role of a beneficiary and fully comply with the reporting obligations under the Mandatory Disclosure Rules framework, it is necessary to have both knowledge of the regulations and experience in their practical application. It means that seeking specialised support is highly recommended in this situation. RSM Poland’s tax advisors have many years of experience in helping businesses fulfil their MDR obligations, prepare necessary statements, and ensure compliance with the law. You are thus welcome to contact our team and find out how we can support you in minimising your tax risk and fiscal burden.