In a typical share transaction the parties argue about the price, about representations and warranties, and about the price adjustment mechanism. Yet the amount of tax is most often decided by the other side of the equation. The revenue follows from the sale agreement and is known to the last złoty; the tax-deductible cost has to be reconstructed from a history that is sometimes older than the acquiring company itself. If that history contains a contribution in kind, an exchange of shares, a merger or a division, the cost is neither the price as at the date of the reorganisation nor a valuation prepared for the purposes of the transaction. It is a value carried over from the original shares. It is thus the earlier reorganisation, and not the sale, that determines the tax outcome.
The revenue is obvious, the cost is not
For a CIT taxpayer, the disposal of shares belongs to capital gains. The basis is Article 7b(1)(3)(a) (art. 7b ust. 1 pkt 3 lit. a) of the Corporate Income Tax Act (ustawa o podatku dochodowym od osób prawnych, the CIT Act), under which revenue from capital gains includes revenue from a holding of shares or stock in a legal person, "including revenue from the disposal of shares or stock, including a disposal effected for the purpose of their redemption" (translation by the author). The revenue is the price under the agreement, subject to verification under Article 14(1) of the CIT Act.
In the hands of a natural person, the sale of shares is revenue from monetary capital (Article 17(1)(6)(a) of the Personal Income Tax Act (ustawa o podatku dochodowym od osób fizycznych, the PIT Act)), taxed at 19% under the rules in Article 30b and accounted for in the PIT-38 return by 30 April of the following year (Article 45(1a)(1) of the PIT Act).
The moment at which revenue arises is independent of payment. The Director of the National Revenue Information Service (Dyrektor Krajowej Informacji Skarbowej, the Director of the KIS) put it unequivocally: "The date on which revenue arises on the part of the transferor is therefore the day on which ownership of the shares passed to the acquirer, irrespective of when actual payment on that account takes place" (individual tax ruling of the Director of the KIS of 24 January 2025, no. 0114-KDIP2-2.4010.633.2024.2.SJ). The operational conclusion: deferred payment, an earn-out or an escrow account do not move the revenue. If the cost has not been established before the agreement is signed, the liability will arise all the same.
Cost works differently. Expenditure on taking up or acquiring shares is excluded from current costs and "is therefore not to be included in tax-deductible costs at the moment it is incurred, but only at the moment the income from the disposal of those shares for consideration is determined" (individual tax ruling of the Director of the KIS of 1 April 2025, no. 0111-KDIB1-2.4010.110.2025.1.DK). That is how Article 16(1)(8) of the CIT Act and Article 23(1)(38) of the PIT Act operate. The cost waits — sometimes for well over a decade — and with it waits the obligation to document it.
Eight routes to the same shares
The same block of shares may carry a completely different tax cost depending on how it came into being. The table below sets out the variants encountered in post-restructuring structures.
### How the shares were taken up, and what the cost is on a sale
| How the shares were taken up | Tax cost on disposal | Legal basis in CIT | Legal basis in PIT | The document you have to have |
|---|---|---|---|---|
| Acquisition for cash | Expenditure directly conditioning the acquisition: the price, PCC, notarial fees; deductible only on disposal | Article 16(1)(8) | Article 23(1)(38) | Sale agreement with notarially certified signatures, proof of payment, PCC-3 return, share register |
| Taking up shares for a cash contribution | The amount of the contribution actually made | Article 16(1)(8) | Article 23(1)(38) | Resolution increasing the capital, declaration of taking up the shares, bank statement, court order for entry in the KRS |
| Taking up shares for a contribution in kind of assets other than an enterprise or a ZCP | The value of the contribution specified in the articles of association or the statutes, not lower than the market value — that is, the revenue recognised on the contribution | Article 15(1k)(1) in conjunction with Article 12(1)(7) | Article 22(1f)(1) in conjunction with Article 17(1)(9) | Articles of association or statutes stating the value of the contribution, valuation of the subject matter of the contribution, calculation of the revenue and the return for the year of the contribution |
| Taking up shares for a contribution in kind of an enterprise or a ZCP | The tax value of the assets resulting from the books and records as at the date the shares are taken up, not higher than the value of the shares taken up as at that date | Article 15(1k)(2) | Article 22(1f)(2) | Tax balance sheet of the ZCP as at the date of the contribution, schedule of the assets, register of fixed assets and intangible assets |
| Shares in the acquiring company received by a shareholder in an exchange of shares | The historical cost of acquiring the shares contributed to the acquiring company, determined as if they were being disposed of directly | Article 16(1)(8d) | Article 23(1)(38c) | The complete set of documents relating to the acquisition of the original shares, together with the contribution agreement and the issue resolution |
| Shares in the subsidiary acquired by the holding company in an exchange of shares | The nominal value of its own shares issued to the shareholders, increased by the permitted cash payment | Article 16(1)(8e) | not applicable — the acquirer is a CIT taxpayer | Resolution increasing the capital and stating the nominal value, exchange plan, confirmation of the cash payment |
| Shares in the acquiring company or in the newly formed company after a merger | Expenditure on acquiring or taking up the shares in the acquired company, determined under the rules applicable to their original taking up | Article 16(1)(8c)(a) and (b) | Article 24(8)(1) and (2) in conjunction with Article 22(1f) or Article 23(1)(38) | Merger plan, exchange ratio, documents relating to the acquisition of the shares in the acquired company |
| Shares after a division by spin-off | The historical cost divided in the ratio of the value of the assets spun off to the value of the assets of the company being divided immediately before the division | Article 16(1)(8c)(c) | Article 24(8)(3) | Division plan, valuation of both parts of the assets as at the day immediately before the division, calculation of the ratio |
The table shows the rule that orders the whole field: the cost always goes back to the event at which real expenditure was first incurred or revenue was first recognised. A reorganisation moves that value; it does not create it.
Neutrality carries the cost over; it does not restate it
The tax neutrality of a reorganisation means that taxation is deferred, not that it is definitively waived. The price of that deferral is paid on the sale: a shareholder who recognised no revenue on an exchange of shares cannot recognise a new, higher cost.
The mechanism is unambiguous in PIT. Analysing the sequence conversion of a receivable into share capital → contribution in kind of the shares → later disposal, the authority held that "the tax-deductible cost is to be determined on the basis of Article 23(1)(38c) of the Personal Income Tax Act, which in turn implies the conclusion that the tax-deductible cost on the disposal of the shares in (…) should be the historical cost of acquiring the shares in (…)" (individual tax ruling of the Director of the KIS of 26 February 2025, no. 0112-KDIL2-1.4011.911.2024.2.JK). The cost goes back two links in the chain, as far as the event at which the shareholder actually spent something.
In CIT the mirror-image structure is Article 16(1)(8d). The legislature provided a separate rule for the acquiring company itself: where a holding company sells the shares in a subsidiary acquired in an exchange of shares, the cost is not the issue value of its own shares but their nominal value increased by the permitted cash payment. The Director of the KIS found the taxpayer's contrary position to be incorrect and stated: "Since, therefore, in the case under analysis we are dealing with an exchange of shares transaction, the appropriate provision for determining the tax-deductible costs on the disposal of the D. stock by A. is Article 16(1)(8e) of the CIT Act" (individual tax ruling of the Director of the KIS of 18 December 2025, no. 0111-KDIB1-1.4010.518.2025.1.SG). In this configuration, the difference between the issue value and the nominal value can amount to the whole of the share premium.
On a division by spin-off the cost neither disappears nor doubles — it is split. The authority confirmed that on a disposal of the shares in the acquiring company "the tax-deductible costs should be determined on the basis of the ratio specified in Article 16(1)(8c)(c) of the CIT Act", and that the value of the assets is to be understood as the market value of both parts "immediately before the division", taking account of both assets and liabilities (individual tax ruling of the Director of the KIS of 22 October 2025, no. 0111-KDIB1-3.4010.513.2025.1.AN). The remaining part of the cost attaches to the shares retained in the company being divided. The operational conclusion: the valuations of both parts of the assets have to be prepared and archived on the date of the division, and not several years later, when a buyer appears.
To this must be added the condition of carrying over the tax value — Article 12(11)(4) of the CIT Act requires that the value of the shares acquired by the shareholder, taken for tax purposes, be no higher than the value of the shares disposed of that would have been taken had the exchange not taken place. That provision alone rules out the proposition that the cost is restated to market value.
We write at greater length about the conditions of neutrality themselves in the articles Exchange of shares — building a holding structure and Tax neutrality in restructurings.
The alternative: selling the enterprise or a ZCP
If the historical cost of the shares is low or undocumented, it is worth considering the second structure. On a sale of an enterprise or of an organised part of an enterprise (ZCP) the seller is the company, and revenue and cost are recognised asset by asset: for fixed assets and intangible assets the cost is essentially the unamortised value, and for inventories the cost of acquisition or of production, in so far as it has not been accounted for earlier.
On the acquirer's side, goodwill appears. Under Article 16g(2) of the CIT Act, goodwill is the positive difference between the acquisition price and the market value of the assets making up the enterprise acquired or its organised part, having regard to the definition in Article 4a(2) and to the debts assumed. Goodwill acquired by way of purchase is amortised under Article 16b(2)(2)(a) of the CIT Act over a period of not less than 60 months (Article 16m(1)(4)). Goodwill arising otherwise than by purchase is not amortised — that is the difference which determines the economics of the whole transaction.
The choice between a share deal and an asset deal has further consequences, however: the exclusion from VAT under Article 6(1) of the VAT Act (ustawa o podatku od towarów i usług), the taking over of input tax adjustments by the acquirer (Article 91(9) of the VAT Act), the acquirer's joint and several liability under Article 112 of the Tax Ordinance (Ordynacja podatkowa) and the certificate under Article 306g. We describe the test applied to the subject matter of the transaction in the article An organised part of an enterprise — the ZCP test.
The holding exemption and its calendar
Chapter 5b of the CIT Act allows a holding company to exempt from tax the income from the disposal of shares in a subsidiary. The provisions are in force and, in the wording confirmed in the interpretative practice of 2025, they require cumulatively: the status of a holding company and of a subsidiary under Article 24m(1); direct holding of at least 10% of the shares on the basis of title of ownership; genuine business activity; and the absence of a capital link with a jurisdiction from the lists referred to in Article 24m(1)(2)(e).
Two time limits are crucial. First, Article 24m(2) of the CIT Act: "The provisions of this Chapter shall apply if, on the day preceding the derivation of revenue from dividends or from the disposal of shares (stock), the conditions specified in paragraph 1(1)–(4) are met continuously for a period of at least 2 years". Secondly, the statement of intention to benefit from the exemption, which the holding company files with the head of the tax office "at least 5 days before the date of the disposal" (Article 24o(1)). The authority summed this up concisely: "The addressee of the legal norm invoked is a holding company which disposes of the shares (stock) in a subsidiary to an unrelated entity, provided that the appropriate statement is filed with the competent head of the tax office" (individual tax ruling of the Director of the KIS of 8 May 2025, no. 0111-KDIB1-1.4010.124.2025.2.SG).
The exemption does not apply where at least 50% of the value of the subsidiary's assets consists, directly or indirectly, of immovable property situated in Poland or of rights to such property (Article 24o(3)). The acquirer must be an unrelated entity within the meaning of Article 11a(1)(3).
The condition as to the entities involved is sometimes the subject of dispute. In its judgment of 9 July 2025, case ref. II FSK 1425/24, the Supreme Administrative Court (Naczelny Sąd Administracyjny) dismissed the authority's cassation appeal and held that the requirement to identify all the shareholders at the intermediate levels of a holding structure "is disproportionate and contrary to the purposive interpretation of the provisions introduced" in the case of a company with stock-exchange investors, "whose number and level of capital investment change dynamically".
The court itself, however, marked out the limits of that decision, and this is the reservation that is decisive for practice: "It must be emphasised that the above considerations are to be referred solely to the present case, and that in a situation where there is a dispersed shareholder base. The proposition advanced by the tax authority that data on all the intermediate entities participating in the holding company must be obtained may prove effective in the case of a different (verifiable) ownership structure of the particular entity". The judgment therefore does not relieve anyone of the need to establish the ownership structure wherever it can be established. It is worth confirming holding status by an individual tax ruling before the two-year period starts to run, and not in the middle of negotiations with an investor.
PCC and documenting the cost
The tax on civil law transactions is borne by the buyer and differs according to the subject matter of the transaction. The sale of shares and stock is subject to the rate of 1% as the sale of other property rights (Article 7(1)(1)(b) of the Tax on Civil Law Transactions Act (ustawa o podatku od czynności cywilnoprawnych, the PCC Act)), calculated on the market value; the VAT exemption of that sale does not remove PCC, because of the second indent of Article 2(4)(b). Article 9(9) of the PCC Act has to be checked separately.
The sale of an enterprise or of a ZCP calls for the price to be allocated: 2% on the things and rights referred to in Article 7(1)(1)(a), and 1% on other property rights. If the assets covered by the different rates are not separated out, Article 7(3)(1) of the PCC Act requires the highest rate to be applied to their aggregate value. The allocation is prepared before the agreement is signed — more on this in the article on PCC in restructurings.
Documenting the cost has a calendar of its own, and it is longer than intuition would suggest. Under Article 86 § 1 of the Tax Ordinance, documents connected with the keeping of the books are retained until the tax liability becomes time-barred, and a liability becomes time-barred on the expiry of five years counted from the end of the calendar year in which the time limit for payment of the tax fell (Article 70 § 1). The point of reference is therefore the year in which the sale is accounted for, and not the year in which the shares were taken up. An example: shares taken up for a contribution in kind in 2014 and sold in 2026 are accounted for in the return for 2026, with a payment date of 30 April 2027, and the contribution documents must remain available until the end of 2032 — eighteen years in all. We recommend closing every reorganisation with a separate "cost package": a calculation of the cost as at the date of the event, a complete set of agreements, resolutions and valuations, and a note identifying the legal basis for the method adopted.
The most common mistake
The most common mistake is to assume that, after a neutral exchange of shares or after a merger, the tax cost is the market value of the shares as at the date of the reorganisation — most often in the form of the issue value of the shares issued to the shareholders, or of a valuation prepared for the purposes of the exchange ratio. The argument sounds persuasive: if the shareholder "exchanged" assets of a given value, he ought to be able to account for that value. The legislature decided otherwise. Article 23(1)(38c) of the PIT Act and Article 16(1)(8d) of the CIT Act require recourse to the cost incurred on the original shares, and Article 16(1)(8c) of the CIT Act and Article 24(8) of the PIT Act carry that cost through a merger and a division without restating it. A position based on the issue value was held to be incorrect in the ruling of 18 December 2025, no. 0111-KDIB1-1.4010.518.2025.1.SG.
How to avoid this: before every reorganisation, draw up a calculation of the cost of each block of shares separately, identify in it the provision from which the method follows, and attach the source documents. After the reorganisation, update the calculation and keep it together with the share register. If the history covers several stages or a foreign entity, consider a joint application for a ruling covering the company and the shareholders — a ruling protects, within the statutory limits, only its addressee and the facts described in it.
Summary
- Establish the tax cost of each block of shares before the sale agreement is signed, not afterwards — the revenue arises on the day ownership passes, irrespective of the date on which the price is paid.
- Reconstruct how the shares were taken up block by block, and assign to each block the appropriate statutory unit: Article 16(1)(8), (8c), (8d) or (8e) and Article 15(1k) of the CIT Act, or Article 23(1)(38) and (38c) and Articles 22(1e)–(1f) and 24(8) of the PIT Act.
- Take it that a neutral reorganisation carries the historical cost over; treat the market value as at the date of the reorganisation as the basis for the exchange ratio, not as the tax cost.
- In the asset deal variant, calculate the consequences asset by asset, together with the goodwill in the acquirer's hands and its sixty-month amortisation; in a share deal, calculate the buyer's PCC and check the allocation of the price.
- If you are considering the exemption under Article 24o of the CIT Act, plan the two-year period under Article 24m(2) and the five-day statement backwards from the assumed date of disposal; check the share of immovable property in the subsidiary's assets and the status of the acquirer. Having benefited from the exemption, report the amount of the income covered by it in the annual return — Article 24p of the CIT Act requires this.
- Archive the cost package until the limitation of the liability for the year of the sale, and not for the year in which the shares were taken up.
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.
- Individual tax ruling of the Director of the National Revenue Information Service of 24 January 2025, no. 0114-KDIP2-2.4010.633.2024.2.SJ — determination of the costs on a disposal of shares for the purpose of their redemption; the moment revenue arises, on the day ownership of the shares passes. https://eureka.mf.gov.pl/informacje/podglad/624346
- Individual tax ruling of the Director of the National Revenue Information Service of 26 February 2025, no. 0112-KDIL2-1.4011.911.2024.2.JK — the cost of disposing of shares taken up in an exchange of shares; the historical cost of acquiring the shares contributed (Article 23(1)(38c) in conjunction with Article 22(1f)(1) of the PIT Act). https://eureka.mf.gov.pl/informacje/podglad/628493
- Individual tax ruling of the Director of the National Revenue Information Service of 1 April 2025, no. 0111-KDIB1-2.4010.110.2025.1.DK — the cost of disposing of shares taken up for a contribution in kind other than an enterprise or a ZCP (Article 15(1k)(1) of the CIT Act); deferral of the deductibility of expenditure on taking up shares. https://eureka.mf.gov.pl/informacje/podglad/633344
- Individual tax ruling of the Director of the National Revenue Information Service of 8 May 2025, no. 0111-KDIB1-1.4010.124.2025.2.SG — the status of a holding company under Article 24m(1)(2) and the exemption under Article 24o(1) of the CIT Act; the wording of Article 24m(1)–(2) and Article 24o(1)–(3). https://eureka.mf.gov.pl/informacje/podglad/638464
- Individual tax ruling of the Director of the National Revenue Information Service of 22 October 2025, no. 0111-KDIB1-3.4010.513.2025.1.AN — determination of the cost on a disposal of shares in the acquiring company acquired in connection with a division; the ratio under Article 16(1)(8c)(c) of the CIT Act calculated from the market value of both parts of the assets. https://eureka.mf.gov.pl/informacje/podglad/663612
- Individual tax ruling of the Director of the National Revenue Information Service of 18 December 2025, no. 0111-KDIB1-1.4010.518.2025.1.SG — the taxpayer's position held to be incorrect; the cost of disposing of stock acquired by the acquiring company in an exchange of shares is determined under Article 16(1)(8e) of the CIT Act, and not by reference to the issue value of its own stock. https://eureka.mf.gov.pl/informacje/podglad/671949
- Judgment of the Supreme Administrative Court of 9 July 2025, case ref. II FSK 1425/24 — the conditions for the holding exemption; Article 24m(1)(2)(e) in conjunction with Article 24o of the CIT Act in relation to a company with a dispersed shareholder base. Dismissal of the cassation appeal of the Director of the Tax Administration Chamber against the judgment of the Provincial Administrative Court in Warsaw of 5 June 2024, case ref. III SA/Wa 907/24. Final judgment; the full text of the statement of reasons read in the Central Database of Administrative Court Judgments. https://orzeczenia.nsa.gov.pl/doc/71EABDB176
- Article 24p of the Act on corporate income tax — wording read in the consolidated text promulgated by announcement of the Marshal of the Sejm (Dz.U. z 2026 r. poz. 554) and in the consolidated version: "Taxpayers benefiting from the exemptions referred to in Article 24n(1) or in Article 24o(1) shall be required to report, in the return referred to in Article 27(1), data on the amount of the income (revenue) covered by those exemptions". The provision is in force, closes Chapter 5b and is a reporting obligation, not a basis for the exemption itself.
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 15 February 1992 on corporate income tax (Dz.U. z 2026 r. poz. 554, as amended), in particular Article 4a(2) and (4), Article 7b(1)(3), Article 12(1)(7), Article 12(4)(3) and (25), Article 12(4d), Article 12(11)–(12), Article 14(1), Article 15(1) and (1k), Article 16(1)(8), (8c), (8d) and (8e), Article 16b(2)(2), Article 16g(2), Article 16m(1)(4), Article 24m, Article 24n, Article 24o, Article 24p; Act of 26 July 1991 on personal income tax (Dz.U. z 2026 r. poz. 592, as amended), in particular Article 17(1)(6) and (9), Article 21(1)(109), Articles 22(1e)–(1f), Article 23(1)(38) and (38c), Article 24(5)(7) and (7a), Article 24(8) and (8a)–(8db), Article 30b, Article 45(1a)(1); Act of 9 September 2000 on the tax on civil law transactions (Dz.U. z 2026 r. poz. 191), in particular Article 1, Article 2(4), Article 6(1)(1), Article 7(1)(1) and (3)(1), Article 9(9), Article 10; Act of 11 March 2004 on the tax on goods and services (Dz.U. z 2025 r. poz. 775, as amended), in particular Article 2(27e), Article 6(1), Article 91(9); Act of 29 August 1997 — Tax Ordinance (Dz.U. z 2026 r. poz. 622, as amended), in particular Article 14b, Articles 14k–14n, Article 70 § 1, Article 86 § 1, Article 112, Article 119a, Article 306g; Act of 15 September 2000 — Commercial Companies Code (Dz.U. z 2024 r. poz. 18, as amended), in particular Article 180, Articles 187–188, Article 199, Article 494, Article 529, Article 531; Act of 23 April 1964 — Civil Code (Dz.U. z 2026 r. poz. 795), in particular Article 55(1), Article 55(2), Article 75(1); Council Directive 2009/133/EC of 19 October 2009 (Dz.Urz. UE L 310 z 25.11.2009, s. 34)