Transformation of a sole proprietorship into a capital company – tax consequences

Transformation of a sole proprietorship into a capital company – tax consequences
Jakub Chajdas

Jakub Chajdas

Partner / Attorney-at-law

In the world of business, many individuals start their journey as sole proprietors. It is a popular form of business that provides both flexibility and control. However, as the business grows and develops one may consider transformation of a sole proprietorship into a capital company. Such business transformation is an important decision. It can bring numerous benefits and open new perspectives for an entrepreneur. It is a step that may revolutionize your current way of doing business in Poland. In this article, we will focus on the tax consequences of transformation of a sole proprietorship into a capital company.

Table of Contents

What is a business transformation?

Transformation is a process that allows for a smooth change of the legal form of an existing business without the need for its liquidation. Entrepreneurs make the decision to undergo transformation for various reasons. They are typically related to financial aspects, in order to optimize their operations.

Business transformation brings a number of benefits and goals that entrepreneurs can achieve. Here are a few of them:

  • Business costs reduction. Transformation can help to reduce costs. It leads to greater efficiency and competitiveness of the business.
  • Increase in capital. Transformation enables obtaining new investors or partners. This can result in increased capital and business development.
  • Improved decision-making process. Transformation can lead to a clearer organizational structure and decision-making hierarchy. This speeds up decision-making and improves business operations.
  • Change in the scope of liability. Transformation can allow entrepreneurs to limit personal liability for debts and obligations of the business. This results in greater financial security.
  • Reducing the tax burden. Business transformation can help to optimize the tax structure of the company. This can lead to a reduction in the tax burden and increased financial efficiency.
  • Finding an investor. Transformation can attract new investors or business partners. This can accelerate business development through access to new financial, technological, or market resources.
  • Possibility of introducing the company to the stock exchange. In the case of a joint-stock company, transformation can open the way to introducing the company to a stock exchange. It gives the opportunity to raise capital and increase visibility on the market.

Transformation of a sole proprietorship into a capital company and the Tax on Civil Law Transactions [Polish: PCC]

Transformation of a sole proprietor into a company is a process that leads to various tax consequences. One of the taxes that will have to be paid in the event of such a conversion is the tax on civil law transactions. In Poland, it is often referred to as “PCC” tax, which is an abbreviation that stands for the original Polish name, i.e. Podatek od czynności cywilno-prawnych.

PCC applies to civil law transactions, including sales, donations, exchanges, or company’s agreements. In the case of transformation of a sole proprietor into a company, the tax obligation results from the transfer of assets and rights to the company.

The tax on civil law transactions has its own rates, which depend on the type of activity.

Transformation of a sole proprietor into a company is subject to tax on civil law transactions as a company’s agreement. The tax rate is 0.5% and is calculated on the basis of the share capital of the newly established company. But, it is the company that is responsible for paying this tax. This means that the company must regulate the PCC tax related to the transformation.

How to pay lower taxes when running a business in Poland? Find out from our article.

Transformation of a sole proprietorship into a capital company and VAT

Transformation of a sole proprietor into a single-member LLC or a joint-stock company does not affect the VAT payer statutes. However, after the transformation, the company receives a separate tax identification number (NIP). Moreover, it must register once again as an active VAT taxpayer.

In practice, this means that the company must submit relevant documents to the tax office. It must submit an application for registration as a VAT payer. Then it will be able to continue its business activities as an active VAT taxpayer. This will allow to settle VAT on sales and deduct VAT charged on purchases.

Mind that this procedure applies only to companies formed as a result of the transformation of an entrepreneur. In the case of other forms of incorporation, e.g. by creating a brand new company, it is necessary to immediately register it as a VAT payer, regardless of the previous activity of the entrepreneur.

Remember that registration as an active VAT taxpayer entails certain obligations. Among them, there are regular submissions of VAT returns and possible tax payments. So, it is important for the company to be properly prepared and informed about all VAT-related obligations.

Make sure that everything will be taken care of

Transformation of a sole proprietor into a capital company is more than just a change of legal form. It is a transformation of the entire structure and method of conducting business. This means transferring responsibility from one person to a company, introducing new management, new settlements as well as tax rules. Our experts will take care of all the details connected to your business transformation.

Transformation of a sole proprietorship into a capital company and PIT

Transformation of a sole proprietorship into a capital company doesn’t affect personal income tax (PIT). This means that there is no additional income that would be subject to taxation.  But, you must remember that the transformed company becomes a corporate income tax (CIT) taxpayer.

Profits earned by the company are being taxed on an ongoing basis under CIT.

In addition, when profits are distributed as dividends, they are taxed as personal income (PIT) for the company’s owners. This means that the company’s profits are taxed twice. Firstly- at the company level as CIT, and then at the dividend level as PIT for the owners.

This means that business transformation requires conscious tax management. It is important to understand the tax implications of this process. Consulting e.g. a tax advisor to optimize your tax obligations and to benefit from available reliefs and deductions might be useful.

Transformation of a sole proprietorship into a capital company brings various perspectives and benefits. They are worth considering from the point of view of your business activity. Yet, you should remember that business transformation carries certain tax implications. Compliance with them is extremely important. Therefore, before making a decision to transform a sole proprietorship into a company, it is advisable to seek advice from an expert in this field, e.g. a tax advisor.

If you find the above article interesting and want to know more about the topic, contact us.

Experts from our law firm are at your disposal.

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