Transgraniczne połączenie spółki europejskiej i polskiej spółki akcyjnej wybrane aspekty podatkowe

• Authors: Bernat Rafał

Title variants

EN

Transboundary Merger of a European Company and Polish Public Limited Company – Selected Taxation Aspects

• Languages of publication: PL

Abstracts

EN

Close partnership with economic entities based in other EU member states is a way for Polish companies to grow. If board members express willingness for their company to create, together with another European entity, a permanent economic structure, they may opt for a transboundary merger of capital companies. The author conducted a legal analysis (including that within the remit of company law) of the procedure governing mergers of European companies and Polish public limited companies. Tax ramifications of an extraterritorial merger of the aforementioned entities are discussed, with the crux of the discussion centered around income tax and tax on civil law transactions. It is when expounding the issues of succession (rights transferred to a newly created entity) of tax rights and obligations attributed to merged companies when the author avails himself of an intuitive, formal-dogmatic and analytical scientific method. The corollary has been that the extraterritorial merger does not levy a de facto tax burden in terms of income tax on either the merged companies or a newly created company. Expenditure incurred by the merged companies with a view of conducting the merging process properly is tax deductible. The article in its conclusive remarks proposes de lege ferenda legislative changes to succession of the VAT identification number by the newly created company as well as introduction of a definition of a “fiscally transparent company” into the 1992 Act on corporate income tax.

• Publisher: Uniwersytet Jagielloński. Fundacja Utriusque Iuris
• Journal: Forum Prawnicze
• Year: 2014
• Issue: 6 (26)
• Pages: 40-49

Contributors

author

Bernat Rafał

• Katedra Prawa Finansów Publicznych Wydziału Prawa i Administracji Uniwersytetu Mikołaja Kopernika w Toruniu