Sławomir Łuczak and Stanisław Gordziałkowski, attorneys from SK&S’ tax team, obtained a precedent-setting judgment of the Supreme Administrative Court (SAC) concerning a redemption of shares taken up by a shareholder, being a natural person, as a result of a merger of capital companies.
The SAC confirmed that the tax deductible costs from the redemption of shares is, for the shareholder, the nominal value of the redeemed shares held in the acquiring company and not the historical nominal value of the shares which that shareholder held in the acquired company. The case concerned a cross-border merger of companies (a Cypriot company was acquired by a Polish limited liability company whose share was then redeemed), however, the rules for determining the tax deductible costs confirmed by SAC, could be also applicable in the case of a merger of Polish capital companies.
The SAC judgment opens the way to ‘materialize’ – for tax purposes – the values of shares of a shareholder obtained as a result of a merger of capital companies.
The SAC judgment (case ref. II FSK 2569/15) is legally binding and not subject to appeal.