The tax interpretation confirms the sanitizing nature of the imposition of CIT on public companies. The company remains in CIT's claws even if it changes ownership structure.
Under the amendment of the CIT Act, public companies have been paying CIT since the beginning of this year, unless their partners are exclusively natural persons. Companies with a different ownership structure will fall into the trap of CIT unless they give testimony CIT-15J, i.e.
information on income tax taxable persons having, directly or through non-taxable entities, the right to participate in the profit of a public company (CIT-15J). Time limits for submission of information Article 1(3)(1a) CIT Act.
In accordance with point (a) of that regulation, such information shall be submitted before the start of the financial year and according to point (a). (b) the update of this information should be submitted within the time limit 14 days from the date of the changes in the composition of taxpayers.
If the information is not submitted within the time limit, it will not be possible to submit the information, even if the failure is due to independent reasons such as illness or data transmission problems.
This, in turn, will make the company a part of the CIT group and will have to carry out time-consuming tax returns, renovating accounting services).
It can also be noted that the ownership change in the case of a company that has become a taxpayer of CIT does not exempt it from that status, even if the entity will pass on the tax in accordance with the Act within the time limit 14 days after the changes were made, update the ownership change information. This is confirmed by the interpretation of 16 September 2021, The signature. 0111-KDIB2-1.4 010 309.2021.1.AR.
The request for interpretation sets out the following facts:
Applicant was established on 25 May 2021 as a result of the transformation of the limited partnership A limited liability company a limited-liability company a limited-liability company; legal basis for conversion: Article 551(1) Code of Commercial Companies (hereinafter ‘Ksh’) in the above mentioned areas Article 581 ksh.
A resolution has been taken in this respect 16 April 2021 The main activity of the company is 82.30.Z - activities related to the organisation of trade fairs, exhibitions and congresses. The applicant has an unlimited tax obligation in Poland.
The converted company (comanded company) used the possibility of moving to 1 May 2021 corporation tax (also referred to as ‘CIT’) 30 April 2021 the partners were taxed.
On 30 April 2021 so-called ‘technical’ book closure for tax purposes and over the period from 1 May 2021 to 24 May 2021 The limited partnership was taxed on CIT.
The accounts and the financial year within the meaning of the Accounting Act have not been closed. This possibility is provided for in the Accounting Act when the company is transformed into another person. Thus, the public company continues the accounting year opened by the limited partnership, i.e. its accounting year will be the period from 1 January 2021 to 31 December 2021 and a report will be drawn up for such a period.
On 25 May 2021 the registration of an open company in the KRS was followed and this is the day the applicant company was established. Partners of the public company - Applicants are two natural persons and a limited liability company. Due to the circumstances described in point 4, the public company continues the financial year of the limited partnership.
On 31 May 2021 a meeting of shareholders of the public company was held, during which the Polish limited liability company. withdrew from the public company. The agreement of the company was amended by deleting the existing shareholder. Shares of the existing shareholder were acquired by the public company for cash in order to redeem.
As of that date, in the applicant company, they are ultimately 2 individuals - each after 50% shares. As a result, a public company – a company whose partners are only natural persons is taxed on corporate tax.
On 10 June 2021 information has been submitted to the competent tax office CIT-15J and CIT-JW concerning companies and shareholders (2 natural persons).
Each partner is entitled to represent the company itself. The right to represent the company concerns all judicial and extrajudicial activities.
On the question of ‘how and when, in the current factual and legal situation, an applicant who is a public company may lose the status of a corporation tax taxable person’, he replied that the applicant would lose that status only after liquidation or removal from the business register. Thus, the ownership change will not extract the company from CIT's claws.
The substance is essential, according to the interpretation of the tax, Article 1(5) CIT Act. According to that provision, a public company which becomes a CIT taxable person retains that status until its liquidation or removal from the register of traders. Changes in the membership of a public company which has already acquired the status of a CIT taxpayer therefore do not affect that status.
In view of the above, it must be concluded that in the actual state of the applicant (public company) presented in the request, which arose from the transformation of a limited partnership with the status of a taxpayer of CIT and did not comply at the time of the conversion of the obligation resulting from the Article 1(3)(1a) The CIT Act, as a result of the company's withdrawal as a legal person, will not lose the status of a taxpayer of CIT and will retain that status until the liquidation or deletion of the business register.
The change in the membership of the Applicant, who has the status of a CIT taxable person, does not affect that status. The applicant’s position should therefore be considered incorrect.