A change in the personal composition of the company will not affect its status

In a case analysed by the Director of the National Tax Information (KIS), a limited partnership was transformed into a general partnership. On the day the general partnership was registered in the National Court Register, its partners included two natural persons and a limited liability company. A week after the registration of the general partnership, a meeting of its partners took place, during which the limited liability company withdrew from the general partnership. The articles of association were amended by deleting the withdrawing partner. From that day on, the partners in the company are ultimately two natural persons – 50% of shares each. As a result, a general partnership, whose partners are only natural persons, is subject to corporate income tax. Therefore, a doubt has arisen as to whether the withdrawal of the limited liability company will cause the general partnership to lose its CIT taxpayer status. It is worth adding that in the case subject to interpretation, the company should have notified about changes in the composition of its partners (such an obligation results from the regulations), but it did not do so.

– The director of the National Tax Information explained that as a result of withdrawal of a partner who is a legal person from the company, the general partnership does not lose its CIT taxpayer status and retains this status until liquidation or deletion from the register of entrepreneurs. Undoubtedly, one can argue with this interpretation, because it does not achieve the goal of the changes in the inclusion of CIT payers – general partnerships – notes Łukasz Kupryjańczyk, tax adviser, partner at Thedy & Partners.