Implications for corporate restructuring

July 16, 2025

The Anti-Tax Avoidance Council has issued Resolution No. 3/2025, which provides important interpretative guidance for both tax authorities and taxpayers planning or conducting restructuring processes.

Corporate restructuring and the tax implications of transactions

The resolution focuses on assessing the tax consequences of multi-step transactions aimed at transferring a business or an organized part of it (ZCP). It analyses scenarios where a taxpayer, instead of directly selling assets (a transaction subject to taxation), carries out a series of legal actions such as:

• Contributing the business or ZCP as a non-cash contribution (in-kind) to a newly established or existing capital company.
• Selling shares in the company to which the contribution was made.

In principle, such operations—if certain conditions are met—could benefit from tax neutrality. However, Resolution No. 3/2025 specifies the circumstances under which tax authorities may challenge such actions.

A new approach to assessing corporate restructuring

According to the position presented in the resolution, the assessment of the tax consequences of a restructuring should be based on a comprehensive analysis of the overall economic rationale and purpose of all undertaken actions—not on an isolated assessment of each step.

Examination of business purpose

The tax authority is required to examine whether there was a rational economic justification for the actions taken. If the sole or primary purpose of the transaction was to obtain a tax benefit that contradicts the intent and purpose of the tax law, the transaction may be deemed an artificial arrangement under the provisions of the Tax Ordinance.

Artificial nature of actions

Indicators of artificiality may include unjustified involvement of intermediary entities, legal acts that do not reflect actual economic activity, or excessively complex procedures where a simpler method exists to achieve the same business goal.

Reclassification of actions

If it is found that the taxpayer used an artificial arrangement, the tax authority has the right to disregard the tax effects of the individual actions and determine the tax liability as if the taxpayer had carried out the appropriate transaction—in this case, a direct sale of the business or ZCP.

The application of the principles from Resolution No. 3/2025 by tax authorities may lead to increased tax risk when planning future restructurings.

Tags asset sale, corporate restructuring, restrukturyzacja przedsiębiorstwa, skutki podatkowe, sprzedaż aktywów, tax implications