In recent decisions, the Head of the National Revenue Administration issued protective tax rulings related to corporate restructurings, confirming that the planned transactions did not constitute tax avoidance.
The first case (ruling of 7 March 2025, ref. DKP16.8082.13.2024) concerned a share-for-share exchange aimed at establishing a corporate structure to facilitate the succession of family wealth. The second case (ruling of 10 March 2025, ref. DKP1.8082.2.2024) involved a corporate group reorganization intended to professionalize business operations and improve operational efficiency. In both cases, it was concluded that the actions pursued legitimate business goals and did not represent artificial tax schemes.
Overview of the cases
The first case involved a share-for-share exchange, where shares in Company B were contributed to Company A in exchange for newly issued shares in Company A. The applicant acknowledged that the transaction could potentially result in a tax benefit due to the absence of a tax liability. This tax neutrality is provided under certain conditions stipulated in Articles 24(8a–8c), 8db of the PIT Act, and Articles 12(4d), 11, and 12b–14 of the CIT Act. The applicant detailed how each of the statutory conditions was met, which would render the transaction tax-neutral and fulfill the first criterion for tax avoidance: obtaining a tax benefit.
However, the company emphasized that for tax avoidance to occur, obtaining a tax benefit must also be the main or one of the main purposes of the transaction. The applicant argued that this condition was not met, as the primary objective of the share exchange was to establish a family-owned corporate entity to centralize and manage the family’s assets and facilitate intergenerational wealth succession. Company B was also intended to accumulate capital and reinvest profits and dividends received from Company A.
The second case concerned a restructuring of a corporate group controlled by individual shareholders. The plan included investment loans taken by Company 1, real estate acquisitions, transfer of a business unit to Company 2, and the establishment of Company 3 and a back-office entity. As part of the restructuring, both Company 1 and Company 2 would switch to a lump-sum corporate income tax regime (ryczałt).
KAS found no grounds for tax avoidance
In both cases, the Head of KAS concluded that the proposed transactions did not meet the criteria for tax avoidance.
In the first case, the Head of KAS emphasized the arguments presented in the application, noting that the creation of a corporate entity to manage family assets was a legitimate and genuine purpose. The restructuring aimed to ensure effective succession planning and wealth preservation, and did not indicate any intention to obtain a tax advantage. Furthermore, the structure was not considered artificial: all entities involved played meaningful economic roles, and the actions taken were deemed rational and in line with how a reasonable taxpayer would act for valid business purposes. It was also noted that the transaction was part of a broader restructuring process supported by solid economic rationale.
In the second case, the Head of KAS highlighted that the key driver behind the restructuring was the desire to professionalize operations within certain business areas. This justified the transfer of the business unit from Company 1 to Company 2, particularly given Company 1’s established presence and brand recognition in the local market. Launching new business operations under an entirely new entity would have been inefficient. According to KAS, consolidating business activities under a single entity operating under a registered trademark, especially in light of planned market expansion, was a rational business decision. Therefore, it could not be concluded that the primary purpose of the transaction was to obtain a tax benefit.
While the restructuring involved a switch to the lump-sum tax regime, the Head of KAS noted that this did not automatically imply a tax avoidance motive. The planned steps aimed to enhance operational effectiveness and support the company’s growth strategy. Consequently, the tax advantage—deferral of tax liability—was considered a permissible form of tax optimization, and not inconsistent with the purpose or intent of the tax law.