The application of the Estonian CIT regime (lump-sum taxation of corporate income) is not permitted, among others, for taxpayers placed in bankruptcy or liquidation. According to the position of the Ministry of Finance, these exclusions apply not only at the stage of opting into the Estonian CIT regime, but also during its application.
Preferential taxation under the Estonian CIT model may be applied by taxpayers who meet the conditions set out in Article 28j of the Polish CIT Act. In addition to positive eligibility criteria, the legislator has also introduced a catalogue of entities excluded from this regime. This catalogue is provided in Article 28k of the CIT Act and covers both entities conducting specific types of business (e.g. financial institutions or lending entities) and taxpayers for whom, under certain circumstances, the legislator considers the application of the lump-sum regime to be inappropriate.
These include, among others, entities deriving income exempt under regulations concerning special economic zones or investment support decisions, as well as taxpayers placed in bankruptcy or liquidation. The Act also excludes taxpayers created as a result of certain transformations and those involved in restructuring transactions. In the latter two cases, the exclusion is temporary and applies in the year of establishment or restructuring and the following year, provided that the period is not shorter than 24 months from the date of the relevant event.
In practice, a discrepancy has arisen as to whether the exclusions under Article 28k apply only to taxpayers intending to opt for Estonian CIT, or also to those already taxed under this regime.
Position of the Head of the National Revenue Information Service (KIS)
In individual tax rulings, the Head of the National Revenue Information Service (KIS) has taken the position that Article 28k applies only at the stage of choosing the Estonian CIT regime. The authority emphasized that the catalogue of conditions leading to the loss of the right to apply this form of taxation is regulated in Article 28l of the CIT Act. As this catalogue is closed and does not refer to Article 28k, the conditions listed in Article 28k cannot result in the loss of the right to apply the regime during its use.
In a ruling dated 21 October 2024 (0114-KDIP2-2.4010.449.2024.1.PK), the authority stated explicitly:
“Article 28l(1) of the CIT Act constitutes a closed catalogue of events resulting in the loss of the right to taxation under the lump-sum regime. The liquidation procedure or dissolution of a company is not listed as a condition for losing this right. Consequently, the adoption of a shareholders’ resolution to liquidate the company does not result in the loss of the right to be taxed under the Estonian CIT regime.”
This position was reaffirmed in a ruling issued on 5 December 2025 (0111-KDIB2-1.4010.404.2025.2.AS). The Head of KIS indicated that the liquidation procedure or dissolution of a company is not listed as a condition for losing the right to apply the regime; therefore, adopting a resolution on liquidation does not automatically exclude a taxpayer from Estonian CIT. The authority justified this by referring to the literal wording of Article 28l of the CIT Act, which does not provide for such a consequence.
Thus, KIS consistently maintained that Article 28k applies only at the stage of opting into the Estonian CIT regime.
Different view of the Ministry of Finance
A different position was presented by the Ministry of Finance in its response of 20 August 2025 to parliamentary inquiry no. 10946. The Ministry clearly stated that the exclusions provided for in Article 28k(1)(1–4) of the CIT Act are absolute and apply to all taxpayers—both those intending to opt for the regime and those already applying it.
The Ministry emphasized that only the exclusions listed in points 5 and 6 are temporary in nature and apply solely to taxpayers entering the regime, not to those already using it. This means that the occurrence of any of the conditions listed in Article 28k(1)(1–4), such as placing a taxpayer in liquidation or bankruptcy, results in the loss of the right to apply the Estonian CIT regime also for entities already benefiting from it.
The Ministry of Finance reaffirmed this position in January 2026, when in information dated 12 January 2026 (ID: 675306) it again explicitly stated that Article 28k of the CIT Act also applies to taxpayers already operating under the Estonian CIT system. This means that the current interpretation of the supervisory authority differs from that previously presented by KIS, but as the position of the Ministry of Finance, it should be treated as decisive for the uniform application of the law.
As a result, according to the confirmed position of the Ministry of Finance, the absolute exclusions provided for in Article 28k(1)(1–4) of the CIT Act apply not only at the stage of opting for Estonian CIT, but also during its application. The occurrence, during the period of lump-sum taxation, of any of the negative conditions listed in points 1–4 results in the loss of the right to continue applying this form of taxation. The only exception concerns the temporary conditions set out in points 5 and 6, which limit the possibility of entering the regime but do not affect taxpayers who are already using it.