Updates · 1 September 2026
Lump-Sum Tax and Advisory Services with a Management Element: The Supreme Administrative Court’s Position
On 19 August 2026, in case II FSK 1216/23, the Supreme Administrative Court dismissed a cassation appeal against the Warsaw Provincial Administrative Court’s judgment of 17 January 2023 (III SA/Wa 1416/22). The lower court held that income from a B2B contract whose actual scope corresponds to business management or a similar agreement is income from activities performed personally, even if the contract is concluded in the course of business. Such income cannot therefore be taxed under the lump-sum regime. The ruling may influence tax authorities’ practice in comparable cases. We outline its main conclusions and potential practical significance for advisory and management service providers below.
01
The Facts
The taxpayer applied for an individual tax ruling, explaining that they intended to register a sole proprietorship under PKD code 70.22.1 for management consultancy services. The application described services to be provided personally to several special-purpose companies in the same group under B2B agreements. The taxpayer specified that they would act as a management board member. Their duties would include:
a) representing the company before international, national and other competent authorities and organisations within the rules and limits of its articles; b) signing and concluding contracts and other formal agreements on the company’s behalf in accordance with its representation rules; c) taking all actions required by the articles; d) appointing commercial proxies and appointing or dismissing attorneys-in-fact; e) hiring and dismissing employees; f) submitting reports to the management board as required by the company where not otherwise governed by the articles;
g) advising on the matters above and other business matters, including preparing the company’s market development strategy.
The taxpayer considered these activities to be management consultancy taxable at a 15% lump-sum rate under Article 12(1)(2)(m) of the Act of 20 November 1998 on lump-sum income tax on certain revenue earned by individuals (the “Lump-Sum Tax Act”). The Director of National Tax Information disagreed, classifying the activities as personally performed activities, which excludes lump-sum taxation. The taxpayer appealed to the Provincial Administrative Court, which upheld the authority’s view that the activity went beyond advice. A cassation appeal then brought the case before the Supreme Administrative Court.
02
The Administrative Courts’ Position
The Supreme Administrative Court dismissed the appeal, agreeing with the lower court and the Director of National Tax Information. The proposed activities involved leadership and decision-making as a management board member. As the Director noted, the B2B agreement closely resembled a business management contract, constituting personally performed activity under Article 13(9) of the Personal Income Tax Act of 26 July 1991 (the “PIT Act”). This excludes the 15% lump-sum rate under Article 12(1)(2)(m) of the Lump-Sum Tax Act. Income from such contracts is therefore classified as personally performed activity even where the contracts are concluded within the taxpayer’s non-agricultural business. It is taxed under the scale in Article 27 of the PIT Act: 12%, with 32% on income exceeding PLN 120,000.
03
Conclusions
The judgment is important for sole traders providing advisory services to companies while also serving on their management boards or performing managerial duties. The tax treatment is not determined by the contract’s name, invoicing or service classification. The actual scope of the activities is decisive.
If the provider is authorised to represent the company, conclude contracts, make business decisions, hire and dismiss staff or appoint representatives, the agreement may be treated as a business management contract, managerial contract or a similar arrangement. Its income is then personally performed income even if invoiced within a business. It cannot be subject to lump-sum taxation and is instead taxed under the progressive scale.
Being a management board member does not itself prevent lump-sum taxation of remuneration for genuinely separate advisory services. However, those services should not include day-to-day management or overlap with board duties. Precisely defining the services, separating remuneration and documenting the activities actually performed are therefore important. A separate contract or invoice alone is insufficient if the services remain managerial in substance.
Individuals using lump-sum taxation for services to companies, and companies using board members’ or managers’ services, should review their contracts and how they are performed. Classification as personally performed income may require not only progressive taxation but also company obligations to withhold income tax advances.
The judgment was issued in an individual case and is not a source of universally binding law. It may nevertheless influence tax authorities in similar situations. Each agreement combining advisory and managerial elements should therefore be assessed individually, particularly the actual activities and the provider’s decision-making powers.
This information does not constitute a legal opinion. For further information or legal assistance, please contact our firm: 42 207 66 66, kancelaria@krs-adwokaci.pl.
Contact
Do You Have Questions about This Topic?
We will be happy to explain what these changes mean for your business and which steps you may wish to take. Get in Touch — by telephone or email.