Capital Restructuring and the Polish Deal: EU Law Compliance? CJEU to Rule on Preliminary Question
The Polish Deal introduced a condition for tax neutrality of reorganizations that has raised significant questions from the outset. According to its provisions, for a restructuring to be tax-neutral, shares in the acquired or divided company could not have originated from a prior share exchange, merger, or division. This requirement has been a subject of extensive debate and differing interpretations.
The compliance of this condition with EU law, particularly with the EU directive concerning capital group reorganizations, has been a contentious issue in the rulings of Polish administrative courts. The lack of a uniform judicial stance has created legal uncertainty for many businesses planning capital reorganizations.
Landmark Preliminary Question to the CJEU
A significant breakthrough occurred on June 2, 2025, when the Provincial Administrative Court (WSA) in Gliwice referred a preliminary question to the Court of Justice of the European Union (CJEU) on this matter. This is a crucial moment, as the CJEU’s ruling could significantly impact the assessment of the tax implications of planned reorganizations within capital groups in Poland. The Court’s answer will clarify doubts regarding the compatibility of Polish law with EU regulations and establish a uniform judicial approach.
What Does This Mean for Your Capital Group?
If your Group is planning transformations, regardless of their stage, it’s essential to assess their potential tax implications now in light of the upcoming CJEU ruling. Early analysis will allow for adequate preparation for potential changes and minimization of risk.
Contact our experts to discuss the impact of the CJEU ruling on your reorganization plans:
- Grzegorz Keler (grzegorz.keler@thedy.pl)
- Adrian Celiński (adrian.celinski@thedy.pl)