Are you planning a change? company structure, implementation of succession or change of the taxation modelThe latest opinions from the Head of the National Tax Administration (KAS) clearly demonstrate that restructuring with a business justification does not have to be treated as tax avoidance. Moreover, it can be assessed as entirely rational and consistent with market standards.
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What was the subject of the cases?
In March 2025, two important protective opinions were issued that may give entrepreneurs a lot to think about.
In the first case (opinion of March 7, 2025, DKP16.8082.13.2024) This involved an exchange of shares, the purpose of which was to create a corporate structure enabling the succession of family assets. Taxpayers planned contribution of shares in the operating company (company B) to the newly established holding company (company A) in exchange for taking up shares in the increased capital of the latter. From a legal point of view it was a classic exchange of shares, which – provided that certain conditions specified in the regulations are met – may be tax-neutral for personal income tax (PIT) and corporate income tax (CIT). In its application, the company demonstrated in detail that all statutory neutrality requirements were met – which meant a potential tax benefit in the form of no obligation to pay tax.
However—and this is crucial—the company indicated that tax neutrality was merely a side effect, not an end in itself. The main goal was:
- creating a structure enabling the centralization of family wealth,
- preparing the company for generational succession,
- effective management and reinvestment of family capital and dividends paid by the operating company.
The head of the National Tax Administration fully agreed with this argument – finding that the tax advantage was not the main motive for the action, and the operation itself was not artificial or apparent.
Second case (protective opinion of March 10, 2025, reference number DKP1.8082.2.2024) concerned a wide-ranging reorganization within a group of companies controlled by individuals. The plan included, among other things:
- taking out investment loans by company 1 and purchasing real estate,
- transfer of an organized part of the enterprise from company 1 to the newly established company 2,
- establishment of two more companies – operational company 3 and a back-office unit,
- change in the form of taxation – company 1 and company 2 were to switch to a lump sum tax on corporate income (so-called Estonian CIT).
All activities were aimed at organizing the operational structure and improving the efficiency of business operationsThe head of the National Tax Administration also found no artificiality or dominant tax purpose in this case.
Conclusion: restructuring does not have to mean risk
NajwaWitha clearer messagełynandThe answer to both opinions is: well-justified reorganization, carried out in accordance with real economic needs – even if it results in tax neutrality – does not constitute tax avoidance.
This is a groundbreaking approach that confirms that succession, centralization of capital Whether changing your taxation method can be a justified and safe action – as long as it is carefully planned and properly documented. If you act transparently and based on real business needs – you have a solid basis to defend your decisions.
What is a security opinion and how do I obtain one?
A protective opinion is a formal position issued by the Head of the National Revenue Administration (KAS) confirming that a taxpayer's planned or already implemented actions are not subject to the anti-tax avoidance rule (GAAR). Its purpose is to provide the entrepreneur with legal protection against accusations of artificial conduct solely for the purpose of achieving a tax advantage.
What is the procedure for obtaining a security opinion – step by step?
Preparation of the application – the planned activity should be described in detail, its economic objectives indicated, a tax analysis presented and data identifying the parties to the transaction provided.
Submitting an application to the Head of the National Revenue Administration – the application is submitted in paper or electronic form, together with a fee of PLN 20,000.
Analysis by the tax authority – The Head of the National Tax Administration assesses whether the main purpose of the action is to obtain a tax advantage or whether rational economic considerations prevail.
Issuing an opinion – the authority has six months to issue an opinion. If the assessment is positive, the taxpayer receives a written opinion that protects them from the application of the GAAR clause.
Before you take the first step – protect yourself
With tax authorities increasingly scrutinizing reorganization efforts, obtaining a security opinion is a key tool for risk mitigation. It costs several hundred zlotys and can provide years of tax peace of mind and strong arguments in the event of a potential audit.
An application for a protective tax opinion may apply to a planned activity, as well as one that has already been initiated or completed. Obtaining a protective tax opinion by a taxpayer excludes the possibility of applying the GAAR clause to the taxpayer—within the scope of the opinion, until the date the protective tax opinion is repealed or amended.
Have questions or need help planning? ? Contact an advisor – It's better to act ahead of time than to make excuses after the fact. A well-designed change in structure can work to your advantage – without the risk of a dispute with the tax authorities.
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