CJEU: transforming a partnership into another partnership is not subject to PCC

Transforming a partnership into another type of partnership (without new contributions) is not subject to the tax on civil law transactions (PCC). This follows from the judgment of the Court of Justice of the European Union of 17 September 2026 in case C-197/25.

Who does the judgment concern?

The judgment may be relevant for:

• entities that have already completed a transformation and paid PCC,
• companies planning to change their legal form.

This is particularly important for those who transformed a limited partnership into a general partnership. This was a popular option after limited partnerships became subject to CIT. The CJEU judgment opens the way to recovering the PCC paid.

Deadlines for recovering PCC

Please note that where a case ended with a final decision (e.g. a tax assessment decision or a refusal to confirm an overpayment), the time to reopen the proceedings is limited to one month from the publication of the judgment in the Official Journal of the EU. If, however, an unfavourable ruling was issued by an administrative court, the deadline is three months. The judgment has not yet been published, so these deadlines will only start to run after its publication.

Where the case was not the subject of a decision by the tax authorities or an administrative court, the right to file an application for confirmation or refund of an overpayment generally expires when the tax liability becomes time-barred. For PCC collected in 2021, this deadline generally falls on 31 December 2026.

Relevance for planned restructurings

The fact that transforming a partnership into another partnership is not subject to PCC is also important in the context of planned restructurings. For partnerships whose assets grew significantly in the course of their business activity, PCC on the increase in assets could have a major impact on decisions to change their legal form.

If you would like to check whether you are entitled to a PCC refund, or if you are planning a restructuring involving the transformation of a partnership, please contact Thedy & Partners experts: Aleksandra Potocka, LL.M., Duszan Wolczyński and Adrian Celiński.