Software Distributor, Are You Sure You’re Not Paying WHT?

Adam Wnuk

Many IT intermediaries assume that since they’re merely “passing on” the software, withholding tax (WHT) doesn’t apply to them. This is a dangerous oversimplification that could cost you as much as 20% of the transaction value.

The key isn’t what you do with the software, but how your contract with the foreign supplier is structured.

What should you watch out for?

Distribution model. You buy a copy/license key and resell it to the customer. You do not acquire copyright, nor do you grant sublicenses. In this case, the tax authorities usually apply: WHT = 0%.

Sublicensing model. If you are listed in the contract as a “licensee” who has the right to grant “sublicenses”—be careful. Even if you technically do not touch the code, the mere provision regarding sublicensing may trigger a tax collection obligation.

Conclusions from the latest interpretations (2025/2026):

The Tax Office looks at the content, not the title of your contract. A single unfortunate phrase about “transfer of rights” in the contract can completely reverse your tax situation.

That is why it is worth reviewing your contracts before an audit does.

In an article for Rzeczpospolita, Adam Wnuk discusses these aspects in much greater detail, as well as other issues (SaaS, end-user licenses, case law).

We encourage you to read the entire article.

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