In most reorganisation projects the analysis begins and ends with the question of neutrality for CIT purposes. The tax on civil law transactions appears only at the notary's office or — more often — a year or more later, when it turns out that after the shares were bought nobody filed a PCC-3 return. Yet PCC has a closed list of transactions of its own, its own definitions of companies and its own set of exclusions. A transaction that is neutral for income tax purposes may be subject to PCC, and a transaction that generates revenue for CIT purposes may be excluded from PCC. Below we show where, in a typical restructuring, this tax actually arises.
The list is closed, and the assessment is separate from CIT
Proposition. PCC depends solely on whether the transaction comes within the statutory list — not on how it was classified for income tax purposes.
Statutory basis. Article 1(1)(1) (art. 1 ust. 1 pkt 1) of the Tax on Civil Law Transactions Act (ustawa o podatku od czynności cywilnoprawnych, the PCC Act) lists, among others, contracts of sale and of exchange of things and property rights (point (a)) and articles of association (point (k)), while point (2) lists amendments to those contracts where they increase the taxable base. Article 1(3) defines an amendment to articles of association separately for each type of company: for a partnership it is the making or increase of a contribution that increases the partnership's assets, a partner's loan, additional payments, and the making available to the partnership of things or rights for use free of charge (point (1)); for a capital company — an increase of share capital out of contributions or out of the company's own funds, and additional payments (point (2)); the conversion and the merger of companies are listed separately, where they result in an increase in a partnership's assets or in an increase of share capital (point (3)). The division of companies is not on that list. The definitions in Article 1a(1)–(2) do not coincide with the Commercial Companies Code (Kodeks spółek handlowych, the CCC): the spółka komandytowo-akcyjna (S.K.A.), the Polish limited joint-stock partnership, counts here as a partnership, and the prosta spółka akcyjna (P.S.A.), the Polish simple joint-stock company, does not appear in the definitions at all.
Practice. In an individual tax ruling of the Director of the National Revenue Information Service (Dyrektor Krajowej Informacji Skarbowej, the Director of the KIS) of 23 July 2026, no. 0111-KDIB2-2.4014.117.2026.4.KK, concerning a simplified merger with no increase of the acquiring company's capital, the authority held that "the transaction you have described will not fall within the list of transactions subject to the tax on civil law transactions" (translation by the author).
Takeaway. Before you assess the rate, assign every transaction in the reorganisation timetable to a specific editorial unit of Article 1 of the PCC Act. If the assignment cannot be made, there is usually no tax — and, conversely, the name "restructuring" excludes nothing by itself.
Establish separately who pays. For the articles of a spółka cywilna, the Polish civil-law partnership, the tax obligation rests on the partners, and for other articles of association — on the company (Article 4(9) of the PCC Act); on a sale the taxpayer is the buyer (Article 4(1)). Notaries are remitters of the tax on transactions carried out in the form of a notarial deed (Article 10(2) of the PCC Act). Outside a notarial deed there is no remitter — and it is precisely in those transactions that most arrears arise.
Rate and base: where the amount of tax arises
Proposition. Three rates are enough to describe almost any restructuring, but the amount of tax is determined by the base, not by the rate.
Statutory basis. The rate is 0.5% on articles of association and amendments to them (Article 7(1)(9) of the PCC Act), 1% on the sale of other property rights — including shares and stock (Article 7(1)(1)(b)) — and 2% on the sale of immovable property, movable things, the right of perpetual usufruct and the specified cooperative rights (Article 7(1)(1)(a)). If a single contract does not separate out the values of the things and rights covered by different rates, the tax is collected at the highest rate on their aggregate value (Article 7(3)(1)). On an increase of share capital the base is "the amount by which the share capital was increased" (Article 6(1)(8)(b)), and not the value of the whole contribution. From that base there are deducted the notary's remuneration together with VAT and the court fee connected with entry in the register of entrepreneurs (Article 6(9)(1)–(2)); point (3), concerning the announcement in Monitor Sądowy i Gospodarczy, was repealed on 29 November 2025, so deducting the former fee is an arithmetical error.
Practice. The consequences of a share premium are confirmed by an individual tax ruling of the Director of the KIS of 27 January 2025, no. 0111-KDIB2-2.4014.340.2024.4.MM: "Accordingly, the base of that tax will be solely the amount of the contribution by which the share capital is increased. The excess (the so-called agio) transferred to supplementary capital, on the other hand, will not be subject to the tax on civil law transactions".
Takeaway. The structure of the capital accounts determines the amount of tax. If, however, the split of the contribution between share capital and supplementary capital does not follow from commercial conditions but from a bare wish to reduce PCC, a separate question returns — that of the MDR reporting obligations.
The restructuring exclusions and their limits
Proposition. Article 2(6) of the PCC Act excludes four situations and not one more — and each of them is read literally.
Statutory basis. No tax is charged on articles of association or amendments to them connected with: a merger of capital companies (point (a)); the conversion of a capital company into another capital company (point (b)); and the contribution to a capital company, in exchange for its shares or stock, of the enterprise of a capital company or of an organised part of it, or of shares or stock in another capital company conferring a majority of voting rights in it, or of further shares or stock where the company receiving the contribution already holds a majority of voting rights (point (c)). The division of companies is not in that provision, and there is no need to look for it there: a division as such — including a division by spin-off and a division by separation — is not listed in Article 1(3) as an amendment to articles of association, so it falls outside the list for a different reason.
Practice. In an individual tax ruling of the Director of the KIS of 28 February 2025, no. 0111-KDIB2-2.4014.368.2024.5.MM, the authority took the view that "in the case under consideration Article 2(6)(c), first indent, of the Act on the tax on civil law transactions will apply, because the organised part of the enterprise of a capital company will be contributed in exchange for shares in another capital company". The authority stressed at the same time that the PCC Act contains no definition of an enterprise of its own and refers to Article 55¹ of the Civil Code (Kodeks cywilny), not to the tax definitions.
Takeaway. Three conditions determine the exclusion in point (c): the contributor must be a capital company, the recipient must be a capital company, and the contribution must be an enterprise or an organised part of it. A contribution in kind of a natural person's enterprise to a spółka z ograniczoną odpowiedzialnością (sp. z o.o.), the Polish limited liability company, does not satisfy the first of them; a contribution to a partnership does not satisfy the second. Document the organisational, financial and functional separation of the contribution before the transaction — we discuss the criteria in our article on the organised part of an enterprise.
The interaction with VAT: when Article 2(4) does not operate
Proposition. The "VAT displaces PCC" exclusion has three limits, and each of them turns up in a typical M&A transaction.
Statutory basis. First, Article 2(4) of the PCC Act covers only "civil law transactions other than articles of association and amendments to them" — so even on a literal reading it does not cover an increase of share capital. Second, even within its own scope it contains exceptions: the exclusion does not operate, among other cases, on contracts of sale and of exchange of immovable property, or on contracts for the sale of shares and stock in commercial companies, where the basis for it would be an exemption from VAT (Article 2(4)(b)); separate exceptions concern residential units accounted for under Article 7a and transactions within a VAT group (Article 2(4)(c)). Third — and this is the most frequent trap — a transaction falling outside the scope of VAT does not benefit from that exclusion at all. The disposal of an enterprise or of an organised part of it is not subject to the VAT Act (ustawa o podatku od towarów i usług) (Article 6(1) of the VAT Act), so it remains a sale of things and property rights, taxable under PCC on the buyer's side.
Practice. That boundary is illustrated by ruling no. 0111-KDIB2-2.4014.340.2024.4.MM cited above. On a conversion of a loan receivable into share capital the authority held the transaction to be subject to PCC, adding: "For if the above transaction were subject to the tax on goods and services, then, in the light of the standstill principle, it would benefit from the exclusion from the tax on civil law transactions".
Takeaway. The VAT classification has to be settled before the PCC classification, not alongside it. We discuss that sequence in detail in our article on contribution in kind and VAT.
A capital increase covered by a contribution in kind: the standstill principle decides
Proposition. Where an increase of the share capital of a sp. z o.o. or of a joint-stock company is covered by a contribution in kind that is taxable or exempt for VAT purposes, PCC should not be collected — even though the literal wording of Article 2(4) of the PCC Act suggests otherwise.
Statutory basis. The basis here is not a national provision but the standstill principle deriving from Council Directive 2008/7/EC and from the earlier Directive 69/335/EEC: a Member State may not tax again a transaction raising capital in capital companies which was subject to capital duty on 1 July 1984 and was subsequently exempted from it or excluded. Successive amendments to Article 2(4) of the PCC Act — of 1 January 2007 and of 22 April 2010 — removed from the exclusion articles of association and amendments to them connected with a contribution in kind, and it is that which sets off the prohibition.
Practice. The direction was confirmed by the general tax ruling of the Minister of Finance and Economy (Minister Finansów i Gospodarki) of 29 July 2025, no. DTS5.8092.3.2025, on the classification of an increase of the share capital of a capital company under the reportable arrangement rules in the context of the PCC Act. The Minister took the view there that "an arrangement consisting in an increase of share capital, in a situation where under the provisions in force there was no obligation to collect PCC, should as a rule not be regarded as a reportable arrangement", referring that expressly to an increase covered by a non-monetary contribution that is taxable or exempt for VAT purposes. In the same ruling the Minister drew the opposite boundary: "What should, on the other hand, be treated as a reportable arrangement is an increase of share capital by a cash contribution where the shareholders — deliberately seeking to reduce the PCC base — do not increase the share capital by the whole value of the cash contribution". The Director of the KIS applies the same line: in an individual tax ruling of 1 June 2025, no. 0111-KDIB2-2.4014.97.2025.1.PB, the authority held that "where an amendment to the articles of association of a capital company is connected with a contribution in kind covered by the tax on goods and services (…) — there is an exclusion from the tax on civil law transactions". In that case the notary had already collected 0.5% on the increase — the tax turned out not to be due.
Takeaway. Three limits of that reasoning have to be recorded in the transaction memorandum. First, the argument concerns a contribution in kind covered by VAT; a contribution remaining outside the scope of VAT does not benefit from it and calls for a separate test against the exclusions in Article 2(6) of the PCC Act. Second, the general tax ruling relates to an increase of the share capital of a capital company — it does not settle the position on the formation of a company, and extending its conclusions requires a basis of its own; the Director of the KIS has confirmed this separately, among others in an individual tax ruling of 24 July 2026, no. 0111-KDIB2-2.4014.101.2026.4.KK. Third, the reasoning is not carried across to partnerships: they are not capital companies within the meaning of Article 1a(2) of the PCC Act. An exception calling for a separate analysis is the spółka komandytowo-akcyjna, which the Court of Justice of the European Union has held to be a capital company within the meaning of Directive 2008/7/EC.
PCC in typical restructuring transactions
| Transaction | Subject to PCC | Rate / base | Legal basis | Practical note |
|---|---|---|---|---|
| Capital increase covered by a cash contribution | Yes | 0.5% of the amount of the increase, after deductions | Article 1(3)(2), Article 6(1)(8)(b), Article 6(9), Article 7(1)(9) of the PCC Act | The share premium (agio) on supplementary capital stays outside the base; the notary collects the tax where there is a notarial deed |
| Capital increase covered by a contribution in kind that is taxable or exempt for VAT purposes | No, under the standstill principle | — | Directive 2008/7/EC; general tax ruling no. DTS5.8092.3.2025 | Settle the VAT classification before the notarial act; if the tax is collected, the overpayment route remains |
| Capital increase covered by a contribution in kind outside the scope of VAT | Yes, unless an exclusion operates | 0.5% of the amount of the increase | Article 1(3)(2), Article 2(6), Article 7(1)(9) of the PCC Act | Check separately whether the contribution is an enterprise or a ZCP of a capital company |
| Additional payments by shareholders in a capital company | Yes | 0.5% of the amount of the additional payments | Article 1(3)(2), Article 7(1)(9) of the PCC Act | A basis in the articles of association and a resolution are needed |
| Merger of capital companies | No | — | Article 2(6)(a) of the PCC Act | Without a capital increase the transaction is not an amendment to the articles of association at all |
| Conversion of a capital company into another capital company | No | — | Article 2(6)(b) of the PCC Act | Check that both companies come within Article 1a(2) of the PCC Act |
| Conversion into a partnership, or of a sole trader's business into a sp. z o.o. | Yes, where the assets or the capital increase | 0.5% | Article 1(3)(3), Article 6(1)(8), Article 9(11)(a) of the PCC Act | Document the values previously subject to PCC |
| Division by spin-off or by separation | No — a transaction outside the list | — | Article 1(1)–(3) of the PCC Act | An increase in the acquiring company's capital does not by itself create a base; assess the accompanying transactions |
| Contribution in kind of the enterprise or a ZCP of a capital company to a capital company | No | — | Article 2(6)(c), first indent, of the PCC Act | The contributor must be a capital company; a sole trader's business does not satisfy the condition |
| Exchange of shares conferring a majority of voting rights | No | — | Article 2(6)(c), second indent, of the PCC Act | Document the voting threshold as at the date of the transaction |
| Sale of shares in a sp. z o.o. | Yes | 1% of market value | Article 1(1)(1)(a), Article 4(1), Article 7(1)(1)(b) of the PCC Act | The buyer is the taxpayer; there is no remitter, and a PCC-3 return is required |
| Sale of an enterprise or of a ZCP | Yes | 2% on things, 1% on property rights | Article 1(1)(1)(a), Article 6(2), Article 7(1)(1) and Article 7(3)(1) of the PCC Act | Without an allocation of values in the contract, the 2% rate applies to the whole |
| Shareholder loan to a capital company | Exempt | — | Article 9(10)(i) of the PCC Act | In a partnership the same loan is an amendment to the articles of association, at a rate of 0.5% |
The tax obligation, fourteen days and the PCC-3 return
Proposition. The time limit runs from the transaction, not from the entry in the register — and waiting for the registry court's order does not stop it.
Statutory basis. The tax obligation arises when the civil law transaction is carried out and, on an increase of the capital of a company having legal personality, when the resolution is adopted (Article 3(1)(1)–(2) of the PCC Act). The taxpayer files a PCC-3 return without being called upon to do so and calculates and pays the tax within 14 days of the tax obligation arising, unless the tax is collected by a remitter (Article 10(1)). Where the conditions in Article 10(1a) are met, a collective PCC-4 return is available. A notary is a remitter only for transactions in the form of a notarial deed (Article 10(2)) — a notarial certification of the signatures on a contract for the sale of shares is not a notarial deed and does not set off the collection of the tax.
Practice. Once the time limit passes, unpaid tax becomes tax arrears (Article 51 § 1 of the Tax Ordinance (Ordynacja podatkowa)), on which interest for late payment is charged (Article 53 § 1 of the Tax Ordinance). The opposite situation also occurs: in the case closed by ruling no. 0111-KDIB2-2.4014.97.2025.1.PB the tax was collected by the notary even though no tax obligation had arisen, which shifts the burden onto overpayment proceedings (Articles 72–80 of the Tax Ordinance).
Takeaway. In the transaction timetable, enter three fields against every transaction: the date on which the obligation arises, the person responsible and the method of accounting (a remitter or a PCC-3 return). On a sale of shares, record the allocation of the cost in the contract as well — the parties may divide the economic burden of the tax between them, but they cannot move the statutory tax obligation from the buyer to the seller.
The most common mistake
The most common mistake takes one sentence: "the reorganisation is neutral for CIT, so there is no tax". The conclusion does not follow from the premise, because the two taxes have disjoint criteria — CIT examines revenue and cost, PCC the type of civil law transaction. There are two consequences.
The first concerns a sale of shares or a sale of an enterprise or of a ZCP: such transactions are often closed by a contract with notarially certified signatures, so there is no remitter, and the buyer — convinced that the whole project is neutral — does not file the PCC-3 return within 14 days. The arrears come to light on a due diligence review or on an audit, together with interest.
The second is the reverse: tax paid where it is not due, because the notary, acting as remitter, collects it on a capital increase covered by a contribution in kind that is subject to VAT, nobody having told him in advance how that contribution is classified for VAT purposes.
How to avoid this: before the documents are signed, prepare a one-page matrix — transaction, PCC classification with the editorial unit, VAT classification, base, rate, taxpayer, remitter, deadline. Give the matrix to the notary before the transaction, not after it.
Summary
- Assess PCC separately from CIT: the starting point is the closed list in Article 1 of the PCC Act and the definition of an amendment to articles of association in Article 1(3), not neutrality for income tax purposes.
- Remember three rates and one ordering rule: 0.5% on articles of association and amendments to them, 1% on the sale of property rights, 2% on the sale of things, and, where values are not separated out, the highest rate on the whole.
- Read the exclusions in Article 2(6) of the PCC Act literally: check the status of the contributor, the status of the recipient of the contribution and the subject matter of the contribution, because each of those elements determines the outcome on its own.
- On a capital increase covered by a contribution in kind, settle the VAT classification first and only then PCC; where the contribution is covered by VAT, the basis of the position is the standstill principle, not the literal wording of Article 2(4) of the PCC Act.
- Assign to every transaction the 14-day time limit, the person responsible and the method of accounting; where there is no notarial deed, there is no remitter either.
Sources cited
All quotations from Polish-language sources — statutes, tax rulings and court judgments — are given here in the author's translation; the Polish wording is authoritative.
- General tax ruling of the Minister of Finance and Economy of 29 July 2025, no. DTS5.8092.3.2025, on the classification of a transaction consisting in an increase of the share capital of a capital company under the reportable arrangement rules in the context of the Act of 9 September 2000 on the tax on civil law transactions; published at: Dz. Urz. Min. Fin. i Gosp. z 2025 r. poz. 1 (official journal of 31 July 2025). The number, the date, the issuing authority, the subject matter, the item in the official journal and the wording of the passages quoted were read in the official text promulgated in the Official Journal of the Minister of Finance and Economy.
- Judgment of the Court of Justice of the European Union of 22 April 2015 in Case C-357/13 Drukarnia Multipress sp. z o.o. v Minister Finansów, ECLI:EU:C:2015:253 — a spółka komandytowo-akcyjna under Polish law is regarded as a capital company within the meaning of Article 2(1)(b) and (c) of Directive 2008/7/EC, even if only part of its capital and of its members satisfies the conditions in that provision.
- Individual tax ruling of the Director of the KIS of 27 January 2025, no. 0111-KDIB2-2.4014.340.2024.4.MM — the share premium and the taxable base; a contribution in kind outside the scope of VAT and Article 2(4) of the PCC Act. https://eureka.mf.gov.pl/informacje/podglad/623511
- Individual tax ruling of the Director of the KIS of 28 February 2025, no. 0111-KDIB2-2.4014.368.2024.5.MM — the exclusion in Article 2(6)(c), first indent, of the PCC Act on a contribution in kind of a ZCP of a capital company. https://eureka.mf.gov.pl/informacje/podglad/628449
- Individual tax ruling of the Director of the KIS of 1 June 2025, no. 0111-KDIB2-2.4014.97.2025.1.PB — the standstill principle on an increase of share capital covered by a contribution in kind of immovable property subject to VAT. https://eureka.mf.gov.pl/informacje/podglad/641741
- Individual tax ruling of the Director of the KIS of 23 July 2026, no. 0111-KDIB2-2.4014.117.2026.4.KK — a simplified merger with no increase of share capital falling outside the list of taxable transactions. https://eureka.mf.gov.pl/informacje/podglad/701865
- Individual tax ruling of the Director of the KIS of 24 July 2026, no. 0111-KDIB2-2.4014.101.2026.4.KK — the standstill principle in the case of articles of association of a sp. z o.o. where the contribution consists of building plots subject to VAT. https://eureka.mf.gov.pl/informacje/podglad/702529
- Resolution of the Supreme Administrative Court of 19 November 2012, case ref. II FPS 1/12 — cited by the authority as the source of a consistent line of case law on contributions in kind and Article 2(4) of the PCC Act under the law in force before 1 January 2007 (cited here after the reasoning of the rulings indicated above).
E-book references
Selected restructuring topics are discussed at greater length in the e-book series Biblioteka Restrukturyzacji (Restructuring Library; Zbyszko Pora, JTWPOLAND): converting a sole trader into a sp. z o.o., the division of a company by spin-off or by separation, and the test for an organised part of an enterprise. The PDF files are available free of charge in the e-book section; the series is currently published in Polish.
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Get in touch →Legal basis: Act of 9 September 2000 on the tax on civil law transactions — Dz.U. z 2026 r. poz. 191 (in particular Articles 1, 1a, 2(4) and (6), 3, 4, 6, 7, 7a, 9 and 10).; Act of 15 September 2000 — Commercial Companies Code — Dz.U. z 2024 r. poz. 18, as amended.; Act of 11 March 2004 on the tax on goods and services — Dz.U. z 2025 r. poz. 775, as amended (in particular Article 6(1)).; Act of 29 August 1997 — Tax Ordinance — Dz.U. z 2026 r. poz. 622, as amended (in particular Article 51 § 1, Article 53 § 1, Articles 72–80 and Article 86a et seq.).; Act of 23 April 1964 — Civil Code — Dz.U. z 2026 r. poz. 795 (Article 55¹ and Article 55²).; Council Directive 2008/7/EC of 12 February 2008 concerning indirect taxes on the raising of capital — Dz.Urz. UE L 46 z 21.02.2008, s. 11.