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Poland’s Code of Commercial Companies amendments: a summary
The series of articles discusses key amendments to the Code of Commercial Companies (CCC) in Poland, which came into force on September 15, 2023. These amendments include the introduction of a new division modality for commercial companies, allowing them to be divided by separation, creating subsidiaries within which property can be transferred using the principle of general succession. This new procedure streamlines the process of transferring assets in exchange for shares in another company, providing more flexibility for entrepreneurs and simplifying existing processes.
The series further highlights the introduction of a simplified merger procedure, allowing mergers without allotting shares in the acquiring company under specific conditions. This facilitates the concentration of assets and liabilities within a holding structure and allows simplified mergers between companies at different levels of a group. The simplified procedure eliminates the need for detailed information in the merger plan, such as the exchange ratio of shares or expert examination, under certain circumstances.
Additional key amendments to the CCC address cross-border and domestic mergers, divisions, and conversions. These changes aim to facilitate more efficient expansion of Polish entrepreneurs abroad and offer additional options for foreign entrepreneurs entering the Polish market. The amendments related to cross-border and domestic mergers, divisions and conversions introduce a comprehensive procedure for obtaining opinions from tax authorities and compel registry courts to examine potential abuse, infringement, or circumvention of the law in cross-border reorganisations. While the provisions for cross-border restructuring are viewed positively, concerns arise regarding the extensive procedure for obtaining tax opinions, potentially making the process lengthy and uncertain.
The series also tackles the tax aspects of the amendments to Poland’s Code of Commercial Companies (CCC) that came into effect on September 15, 2023. The first major tax aspect addressed is the taxation of a domestic division by separation. The new mode of division eliminates the in-kind contribution procedure and focuses on the entity’s share rights using the principle of general succession. However, applying the Corporate Income Tax (CIT) Act provisions for division by spin-off to division by separation raises practical issues and interpretative doubts. Also highlighted are the challenges related to the issuance of shares, the tax implications of the property transfer, and the need for legislative amendments to ensure tax neutrality.
The second tax aspect discussed is the simplified domestic merger of sister companies introduced by the CCC amendment. Moreover, a significant novelty related to the tax aspects of the amendments to the CCC is the introduction of a certificate of compliance with Polish law for cross-border reorganisations, to be issued by the registration court upon application by the management board of a Polish company involved in such a process. With regard to the aforementioned tax aspects, the series goes on to point out that tax advisers express concern that the amendments to the CCC were not accompanied by corresponding changes to tax laws, leading to ambiguities and potential disputes between taxpayers and tax authorities.
The articles in this series are available in both English and Polish. They can be accessed here:
Key amendment to the Code of Commercial Companies in domestic company reorganisations
Key amendment to the Code of Commercial Companies in cross-border company reorganisations
